Exhibit 4.1

                         Pooling and Servicing Agreement

<PAGE>


================================================================================

                DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
                                   Depositor,

                              CAPMARK FINANCE INC.,
                               a Master Servicer,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               a Master Servicer,

                               LNR PARTNERS, INC.,
                                Special Servicer,

                             WELLS FARGO BANK, N.A.,
                             Trustee and Custodian,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                   Certificate Administrator and Paying Agent

        ---------------------------------------------------------------

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2007

        ---------------------------------------------------------------

                                   CD 2007-CD5
                  Commercial Mortgage Pass-Through Certificates

================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    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 Master
               Servicers, the Special Servicer, the Certificate
               Administrator and the Trustee...............................
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  Each Master Servicer to Act as a Master Servicer; Special
               Servicer to Act as Special Servicer; Administration of
               the Mortgage Loans and the Serviced Companion Loans.........
Section 3.02  Liability of each Master Servicer and the Special 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 Accounts; Excess Liquidation Proceeds Account;
               Distribution Accounts; Interest Reserve Account and
               Serviced Whole Loan Collection Accounts.....................
Section 3.06  Permitted Withdrawals from the Collection Accounts, the
               Serviced Whole Loan Collection Accounts and the
               Distribution Accounts; Trust Ledger.........................
Section 3.07  Investment of Funds in the Collection Accounts, the
               Serviced Whole Loan Collection Accounts, the
               Distribution Accounts, the 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/Certificate Administrator Fees
               and Special Servicing Compensation..........................
Section 3.13  Reports to the Certificate Administrator; Collection
               Account Statements..........................................
Section 3.14  [Reserved]...................................................
Section 3.15  [Reserved]...................................................
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 Each Master Servicer and the
               Special Servicer; Inspections...............................
Section 3.20  Authenticating Agent.........................................
Section 3.21  Appointment of Custodians....................................
Section 3.22  [Reserved]...................................................
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 Each Master Servicer and
               the Special Servicer; Record Keeping; Asset Status Report...
Section 3.27  [Reserved]...................................................
Section 3.28  Special Instructions for the Applicable Master Servicer
               and/or Special Servicer.....................................
Section 3.29  Certain Rights and Obligations of the Special Servicer.......
Section 3.30  Modification, Waiver, Amendment and Consents.................
Section 3.31  Matters Relating to Certain Mortgage Loans...................
Section 3.32  Certain Intercreditor Matters Relating to the Whole Loans....
Section 3.33  Rights of the Holders of the Lincoln Square Whole Loan.......
Section 3.34  Rights of the Holders of the Seattle Space Needle Whole
               Loan........................................................
Section 3.35  Rights of the Holders of the CGM RRI Hotel Portfolio
               Whole Loan..................................................
Section 3.36  Litigation Control...........................................

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; Reports by Certificate
               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 MASTER SERVICERS AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Master Servicers and the
               Special Servicer............................................
Section 6.02  Merger or Consolidation of either the Master Servicer,
               the Special Servicer or the Depositor.......................
Section 6.03  Limitation on Liability of the Depositor, the Master
               Servicers and Others........................................
Section 6.04  Limitation on Resignation of either Master Servicer and
               the Special Servicer; Termination of either Master
               Servicer and the Special Servicer...........................
Section 6.05  Rights of the Depositor and the Trustee in Respect of
               each Master Servicer and the Special Servicer...............
Section 6.06  The Master Servicers or Special Servicer as Owners 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 CERTIFICATE ADMINISTRATOR

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

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01 Intent of the Parties; Reasonableness........................
Section 10.02 Notification Requirements and Deliveries in Connection
               with securitization of a Serviced Companion Loan............
Section 10.03 Information to be Provided by each Master Servicer and
               the Special Servicer........................................
Section 10.04 Information to be Provided by the Trustee....................
Section 10.05 Filing Obligations...........................................
Section 10.06 Form 10-D Filings............................................
Section 10.07 Form 10-K Filings............................................
Section 10.08 Sarbanes-Oxley Certification.................................
Section 10.09 Form 8-K Filings.............................................
Section 10.10 Form 15 Filing; Incomplete Exchange Act Filings;
               Amendments to Exchange Act Reports..........................
Section 10.11 Annual Compliance Statements.................................
Section 10.12 Annual Reports on Assessment of Compliance with Servicing
               Criteria....................................................
Section 10.13 Annual Independent Public Accountants' Servicing Report......
Section 10.14 Exchange Act Reporting Indemnification.......................
Section 10.15 Amendments...................................................
Section 10.16 Exchange Act Report Signatures; Delivery of Notices;
               Interpretation of Grace Periods.............................
Section 10.17 Termination of the Certificate Administrator.................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Counterparts.................................................
Section 11.02 Limitation on Rights of Certificateholders...................
Section 11.03 Governing Law................................................
Section 11.04 Notices......................................................
Section 11.05 Severability of Provisions...................................
Section 11.06 Notice to the Depositor and Each Rating Agency...............
Section 11.07 Amendment....................................................
Section 11.08 Confirmation of Intent.......................................
Section 11.09 No Intended Third-Party Beneficiaries........................
Section 11.10 [Reserved]...................................................
Section 11.11 Entire Agreement.............................................
Section 11.12 Third Party Beneficiaries....................................


                                TABLE OF EXHIBITS

Exhibit A-1       Form of Class [A-1][A-2][A-3][A-AB][A-4][A-1A][AM][A-MA]
                  [AJ][A-JA][B][C] Certificate
Exhibit A-2       Form of Class XP Certificate
Exhibit A-3       Form of Class XS Certificate
Exhibit A-4       Form of Class [D][E][F][G][H][J][K][L][M][N][O][P][Q][S]
                  Certificate
Exhibit A-5       Form of Class T Certificate
Exhibit A-6       Form of Class R Certificate
Exhibit A-7       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         Form of Purchase Option Notice
Exhibit O         Form of Trustee Backup Certification
Exhibit P         Form of Certificate Administrator Backup Certification
Exhibit Q         Form of Master Servicer Backup Certification
Exhibit R         Form of Special Servicer Backup Certification
Exhibit S         Form of Notification from Custodian
Exhibit T-1       Form of Closing Date Trustee Certification
Exhibit T-2       Form of Post-Closing Trustee Certification
Exhibit U         Form of Notice to the Trustee from a Master Servicer
                  Regarding Defeasance of a Mortgage Loan
Exhibit V-1       Information Request Form
Exhibit V-2       Form of Confidentiality Agreement
Exhibit W         Additional Disclosure Notification
Exhibit X         Loan Seller Sub-Servicers
Exhibit Y         Loans with Earnout/Holdback Provisions
Exhibit Z         Form of Depositor Certification

                               TABLE OF SCHEDULES

Schedule I        Class A-AB Planned Principal Balance Schedule
Schedule II       Servicing Criteria to be Addressed in Assessment of
                  Compliance
Schedule III      Additional Form 10-D Disclosure
Schedule IV       Additional Form 10-K Disclosure
Schedule V        Form 8-K Disclosure Information
Schedule VI       Class XP Reference Rates
Schedule VII      Directing Certificateholders

<PAGE>

            Pooling and Servicing Agreement, dated as of November 1, 2007,
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Capmark
Finance Inc., as a master servicer, Wachovia Bank, National Association, as a
master servicer, LNR Partners, Inc., as Special Servicer, Wells Fargo Bank,
N.A., as Trustee and Custodian, and Deutsche Bank Trust Company Americas, as
Certificate 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 (exclusive of any
Excess Interest) and certain other related assets subject to this Agreement, and
will issue (i) the Lower-Tier Regular Interests set forth in the table below
(the "Lower-Tier Regular Interests"), as classes of regular interests in the
Lower-Tier REMIC, and (ii) the Class LR Certificates, which are the sole class
of residual interests in the Lower-Tier REMIC.

            The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and
certain other related assets subject to this Agreement and will issue the
following Classes: the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class XP, Class XS, Class AM, Class A-MA, Class AJ, Class A-JA,
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 and Class S Certificates
(the "Regular Certificates"), which are designated as classes of regular
interests, and the Class R Certificates, which are designated as the sole class
of residual interests, in the Upper-Tier REMIC.

            The portion of the Trust Fund consisting of the Excess Interest and
proceeds thereof in the Class T Grantor Trust Distribution Account will be
treated as a grantor trust (the "Class T Grantor Trust") for federal income tax
purposes. The Class T Certificates will represent undivided beneficial interests
in the Excess Interest and proceeds thereof.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 1 on the Mortgage Loan Schedule (the "Lincoln Square Mortgage Loan")
also secures two separate mortgage loans to the related Borrower, one mortgage
loan that is pari passu in right of payment to the Lincoln Square Mortgage Loan
(the "Lincoln Square Pari Passu Loan") and one mortgage loan that is subordinate
in right of payment to the Lincoln Square Mortgage Loan and the Lincoln Square
Pari Passu Loan (the "Lincoln Square B Loan," and together with the Lincoln
Square Pari Passu Loan, the "Lincoln Square Companion Loans," and together with
the Lincoln Square Mortgage Loan, the "Lincoln Square Whole Loan"). The Lincoln
Square Whole Loan will be serviced pursuant to this Agreement and the Lincoln
Square Intercreditor Agreement, as and to the extent provided herein and
therein. Amounts attributable to the Lincoln Square Pari Passu Loan and the
Lincoln Square B Loan 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. 2 on the Mortgage Loan Schedule (which Mortgage Loan is comprised of
two mortgage loans which are pari passu in right of payment and which will be
treated as one mortgage loan for the purposes of this Agreement) (the "USFS
Industrial Distribution Portfolio Mortgage Loan") also secures four companion
mortgage loans to the same Borrower that are pari passu in right of payment to
the USFS Industrial Distribution Portfolio Mortgage Loan (the "USFS Industrial
Distribution Portfolio Pari Passu Loans," and together with the USFS Industrial
Distribution Portfolio Mortgage Loan, the "USFS Industrial Distribution
Portfolio Whole Loan"). The USFS Industrial Distribution Portfolio Whole Loan
will be serviced pursuant to (i) a separate pooling and servicing agreement (the
COMM 2007-C9 Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates (the "COMM 2007-C9 Pooling and Servicing Agreement")), dated as of
August 1, 2007, among Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Capmark Finance Inc., as a master servicer, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, such initial
master servicer or any successor thereto, the "COMM 2007-C9 Servicer"), LNR
Partners, Inc., as special servicer (in such capacity, such initial special
servicer or any successor thereto, the "COMM 2007-C9 Special Servicer"), Wells
Fargo Bank, N.A., as trustee (in such capacity, such initial trustee or any
successor thereto, the "COMM 2007-C9 Trustee") and custodian, Deutsche Bank
Trust Company Americas, as certificate administrator and paying agent and (ii)
the USFS Industrial Distribution Portfolio Intercreditor Agreement. Amounts
attributable to the USFS Industrial Distribution Portfolio Pari Passu Loan will
not be assets of the Trust Fund or the Trust REMICs and will be beneficially
owned by the respective Companion Loan Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 3 on the Mortgage Loan Schedule (the "Charles River Plaza North
Mortgage Loan") also secures one companion loan to the same Borrower that is
pari passu in right of payment to the Charles River Plaza North Mortgage Loan
(the "Charles River Plaza North Pari Passu Loan") and one mortgage loan that is
subordinate in right of payment to the Charles River Plaza North Mortgage Loan
and the Charles River Plaza North Pari Passu Loan (the "Charles River Plaza
North B Loan," and together with the Charles River Plaza North Pari Passu Loan,
the "Charles River Plaza North Companion Loans," and together with the Charles
River Plaza North Charles River Plaza North Mortgage Loan and the Charles River
Plaza North Pari Passu Loan, the "Charles River Plaza North Whole Loan"). The
Charles River Plaza North Whole Loan will be serviced pursuant to (i) a separate
pooling and servicing agreement (the COBALT CMBS Commercial Mortgage Trust
2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 (the
"COBALT CMBS 2007-C3 Pooling and Servicing Agreement")), dated as of July 1,
2007, among CWCapital Commercial Funding Corp., as depositor, Wachovia Bank,
National Association, as master servicer (in such capacity, such initial master
servicer or any successor thereto, the "COBALT CMBS 2007-C3 Servicer"),
CWCapital Asset Management LLC, as special servicer (in such capacity, such
initial special servicer or any successor thereto, the "COBALT CMBS 2007-C3
Special Servicer") and Wells Fargo Bank, N.A., as trustee (in such capacity,
such initial trustee or any successor thereto, the "COBALT CMBS 2007-C3
Trustee"), and (ii) the Charles River Plaza North Intercreditor Agreement.
Amounts attributable to the Charles River Plaza North Pari Passu Loan and the
Charles River Plaza North B Loan will not be assets of the Trust Fund or the
Trust REMICs and will be beneficially owned by the respective Companion Loan
Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 4 on the Mortgage Loan Schedule (the "85 Tenth Avenue Mortgage Loan")
also secures two separate companion mortgage loans to the same Borrower that are
pari passu in right of payment to the 85 Tenth Avenue Mortgage Loan (the "85
Tenth Avenue Pari Passu Loans," and together with the 85 Tenth Avenue Mortgage
Loan, the "85 Tenth Avenue Whole Loan"). The 85 Tenth Avenue Whole Loan will be
serviced pursuant to (i) the COMM 2007-C9 Pooling and Servicing Agreement and
(ii) the 85 Tenth Avenue Intercreditor Agreement. Amounts attributable to the 85
Tenth Avenue Pari Passu Loans will not be assets of the Trust Fund or the Trust
REMICs and will be beneficially owned by the respective Companion Loan
Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 6 on the Mortgage Loan Schedule (the "Georgian Towers Mortgage Loan")
also secures two separate mortgage loans to the related Borrower, one mortgage
loan that is pari passu in right of payment to the Georgian Towers Mortgage Loan
(the "Georgian Towers Pari Passu Loan") and one mortgage loan that is
subordinate in right of payment to the Georgian Towers Mortgage Loan and
Georgian Towers Pari Passu Loan (the "Georgian Towers B Loan" or the "Georgian
Towers Companion Loan," and together with the Georgian Towers Mortgage Loan and
the Georgian Towers Pari Passu Loan, the "Georgian Towers Whole Loan"). The
Georgian Towers Whole Loan will be serviced pursuant to (i) the COMM 2007-C9
Pooling and Servicing Agreement and (ii) the Georgian Towers Intercreditor
Agreement. Amounts attributable to the Georgian Towers Pari Passu Loan and the
Georgian Towers B Loan will not be assets of the Trust Fund or the Trust REMICs
and will be beneficially owned by the respective Companion Loan Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 10 on the Mortgage Loan Schedule (the "Seattle Space Needle Mortgage
Loan") also secures one companion mortgage loan to the same Borrower that is
pari passu in right of payment to the Seattle Space Needle Mortgage Loan (the
"Seattle Space Needle Pari Passu Loan" and, together with the Seattle Space
Needle Mortgage Loan, the "Seattle Space Needle Whole Loan"). The Seattle Space
Needle Whole Loan will be serviced pursuant to this Agreement and the Seattle
Space Needle Intercreditor Agreement, as and to the extent provided herein.
Amounts attributable to the Seattle Space Needle Pari Passu Loan will not be
assets of the Trust Fund or the Trust REMICs and will be beneficially owned by
the related Serviced Companion Loan Noteholders.

            The Mortgaged Properties that secure the Mortgage Loan identified as
Loan No. 11 on the Mortgage Loan Schedule (the "CGM RRI Hotel Portfolio Mortgage
Loan") also secures eight companion mortgage loans to the same Borrower that are
pari passu in right of payment to the CGM RRI Hotel Portfolio Mortgage Loan (the
"CGM RRI Hotel Portfolio Pari Passu Loans," and together with the CGM RRI Hotel
Portfolio Mortgage Loan, the "CGM RRI Hotel Portfolio Whole Loan"). The CGM RRI
Hotel Portfolio Whole Loan will be serviced pursuant to this Agreement and the
CGM RRI Hotel Portfolio Intercreditor Agreement, as and to the extent provided
herein and therein. Amounts attributable to the CGM RRI Hotel Portfolio Pari
Passu Loan will not be assets of the Trust Fund or the Trust REMICs and will be
beneficially owned by the respective Companion Loan Noteholders.

            The following table sets forth the Class designation and Certificate
Balance or Notional Amount of each Class of Regular Certificates (collectively,
the "Corresponding Certificates"), and the corresponding Lower-Tier Regular
Interest or Interests (the "Corresponding Lower-Tier Regular Interest") and the
Corresponding Components of the Class X Certificates (the "Corresponding
Components") for each Class of Corresponding Certificates.

<TABLE>
<CAPTION>
                                   Corresponding                     Corresponding
                  Certificate       Lower-Tier       Lower-Tier      Components of
Corresponding      Balance or         Regular        Principal          Class X
Certificates    Notional Amount    Interests(1)       Balance       Certificates(1)
-------------   ----------------   -------------   --------------   ---------------
<S>             <C>                <C>             <C>              <C>
Class A-1            $42,300,000      LA-1-1           $1,866,000       XA-1-1
                                      LA-1-2           $2,347,000       XA-1-2
                                      LA-1-3          $31,252,000       XA-1-3
                                      LA-1-4           $6,835,000       XA-1-4
Class A-2            $88,500,000      LA-2-1          $29,118,000       XA-2-1
                                      LA-2-2          $45,501,000       XA-2-2
                                      LA-2-3          $13,881,000       XA-2-3
Class A-3            $39,400,000      LA-3-1          $20,400,000       XA-3-1
                                      LA-3-2          $19,000,000       XA-3-2
Class A-AB           $52,000,000      LA-AB-1         $14,782,000       XA-AB-1
                                      LA-AB-2         $32,556,000       XA-AB-2
                                      LA-AB-3          $4,662,000       XA-AB-3
Class A-4           $958,880,000      LA-4-1          $82,882,000       XA-4-1
                                      LA-4-2          $42,904,000       XA-4-2
                                      LA-4-3          $29,657,000       XA-4-3
                                      LA-4-4          $28,714,000       XA-4-4
                                      LA-4-5          $27,992,000       XA-4-5
                                      LA-4-6          $54,296,000       XA-4-6
                                      LA-4-7         $692,435,000       XA-4-7
Class A-1A          $284,848,000      LA-1A-1             $84,000       XA-1A-1
                                      LA-1A-2            $124,000       XA-1A-2
                                      LA-1A-3          $6,088,000       XA-1A-3
                                      LA-1A-4          $7,075,000       XA-1A-4
                                      LA-1A-5          $7,029,000       XA-1A-5
                                      LA-1A-6          $6,841,000       XA-1A-6
                                      LA-1A-7          $6,725,000       XA-1A-7
                                      LA-1A-8          $6,512,000       XA-1A-8
                                      LA-1A-9         $53,352,000       XA-1A-9
                                     LA-1A-10         $19,739,000      XA-1A-10
                                     LA-1A-11          $5,063,000      XA-1A-11
                                     LA-1A-12          $4,895,000      XA-1A-12
                                     LA-1A-13          $4,775,000      XA-1A-13
                                     LA-1A-14          $4,618,000      XA-1A-14
                                     LA-1A-15        $151,928,000      XA-1A-15
Class XP          $2,039,879,000                   $2,039,879,000
Class XS          $2,094,183,816                   $2,094,183,816
Class AM            $168,726,000        LAM          $168,726,000         XAM
Class A-MA           $40,693,000       LA-MA          $40,693,000        XA-MA
Class AJ            $111,780,000        LAJ          $111,780,000         XAJ
Class A-JA           $26,959,000       LA-JA          $26,959,000        XA-JA
Class B              $20,942,000        LB            $20,942,000         XB
Class C              $20,942,000        LC            $20,942,000         XC
Class D              $20,942,000        LD            $20,942,000         XD
Class E              $18,324,000       LE-1            $2,630,000        XE-1
                                       LE-2           $14,226,000        XE-2
                                       LE-3            $1,468,000        XE-3
Class F              $18,324,000       LF-1            $6,173,000        XF-1
                                       LF-2           $12,151,000        XF-2
Class G              $20,942,000       LG-1           $11,819,000        XG-1
                                       LG-2            $9,123,000        XG-2
Class H              $23,559,000       LH-1            $2,645,000        XH-1
                                       LH-2           $16,912,000        XH-2
                                       LH-3            $4,002,000        XH-3
Class J              $23,560,000       LJ-1            $7,929,000        XJ-1
                                       LJ-2           $15,631,000        XJ-2
Class K              $20,942,000       LK-1            $9,894,000        XK-1
                                       LK-2           $11,048,000        XK-2
Class L              $26,177,000       LL-1           $16,349,000        XL-1
                                       LL-2            $9,828,000        XL-2
Class M               $7,853,000       LM-1            $3,830,000        XM-1
                                       LM-2            $4,023,000        XM-2
Class N               $5,236,000        LN             $5,236,000         XN
Class O               $5,235,000        LO             $5,235,000         XO
Class P               $5,236,000        LP             $5,236,000         XP
Class Q               $2,617,000        LQ             $2,617,000         XQ
Class S              $39,266,816        LS            $39,266,816         XS
</TABLE>

------------

(1)   The Lower-Tier Regular Interest or Interests and the Component or
      Components of the Class X Certificates that correspond to any particular
      Class of Regular Certificates also correspond to each other and,
      accordingly, constitute the (i) "Corresponding Lower-Tier Regular
      Interests" and (ii) "Corresponding Components," respectively, with respect
      to each other. The Component Notional Amount for such Corresponding
      Component of a Class XP or Class XS Certificate shall at all times equal
      the then Lower-Tier Principal Balance of the Corresponding Lower-Tier
      Regular Interest.

            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 have an aggregate Stated
Principal Balance equal to approximately $2,094,183,816.

            In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the other parties hereto hereby agree as follows:

                                   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.

            "10-K Filing Deadline": As defined in Section 10.7.

            "85 Tenth Avenue Intercreditor Agreement": With respect to the 85
Tenth Avenue Mortgage Loan and the 85 Tenth Avenue Pari Passu Loan, that certain
co-lender agreement, dated as of July 31, 2007, by and among the initial holder
of the 85 Tenth Avenue Mortgage Loan and the 85 Tenth Avenue Pari Passu loan, as
from time to time amended, supplemented or modified.

            "85 Tenth Avenue Mortgage Loan": As defined in the preliminary
statement herein.

            "85 Tenth Avenue Pari Passu Loan": As defined in the preliminary
statement herein.

            "85 Tenth Avenue Service Provider": With respect to the 85 Tenth
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.

            "85 Tenth 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 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable accrual period) in a year assumed to consist of 360 days.

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

            "Additional Form 10-D Disclosure": As defined in Section 10.06.

            "Additional Form 10-K Disclosure": As defined in Section 10.07.

            "Additional Servicer": Each Affiliate of the Master Servicers, the
Special Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan
Sellers or the Underwriters (other than an affiliate of any such party acting in
the capacity of a Loan Seller Sub-Servicer), that Services any of the Mortgage
Loans, and each Person, other than the Special Servicer, who is not an Affiliate
of any of the Master Servicers, the Certificate Administrator, the Trustee, the
Mortgage Loan Sellers or the Underwriters, who Services 10% or more of the
Mortgage Loans (based on their Stated Principal Balance).

            "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 applicable
Master Servicer, the Special Servicer or the Trustee, as applicable, has not
been reimbursed and on Servicing Fees, Trustee/Certificate Administrator Fees or
Special Servicing Compensation for which such Master Servicer, the Trustee 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/Certificate Administrator 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/Certificate Administrator 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 applicable Master 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 accordance with the applicable Servicing Standard that such Advance Interest
Amount is not recoverable from the amounts described in first or second, from
other amounts on deposit in the Capmark Collection Account or Wachovia
Collection Account, as applicable, and if such funds are insufficient for such
reimbursement then from the other Master Servicer's respective 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 Accounts 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.

            "Adverse Grantor Trust Event": Any action taken by a Person or the
failure of a Person to take any action that, under the Grantor Trust Provisions,
if taken or not taken, as the case may be, could endanger the status of the
Class T Grantor Trust as a grantor trust under the Grantor Trust Provisions or
result in the imposition of a tax upon the Class T Grantor Trust or any of its
assets or transactions.

            "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
either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon
either Trust 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 Trustee and the
Certificate Administrator may obtain and rely on an Officer's Certificate of the
applicable Master 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 10.12 hereof and an annual report of
an Independent accountant required pursuant to Section 10.13 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)(A).

            "Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of New
York, the State of California, the State of Minnesota, the State of North
Carolina and the State of Maryland and (b) such state or local tax laws whose
applicability shall have been brought to the attention of the Certificate
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 on a monthly basis 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 applicable Master
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 applicable Master 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 applicable Master 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 60 days of the Appraisal Reduction Event (or in the
case of an Appraisal Reduction Event occurring by reason of clause (ii) of the
definition thereof, within 30 days of such 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 or completion
of such Small Loan Appraisal Estimate, as applicable, 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 request the applicable Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee to obtain an Appraisal
satisfactory to the Special Servicer that satisfies the requirements of an
"Updated Appraisal" at the expense of the party requesting such Appraisal, and
upon the written request of the Controlling Class Representative, the Special
Servicer shall, subject to the applicable 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 Certificate Administrator, the Trustee,
the applicable Master Servicer, the Controlling Class Representative and the
Directing Certificateholder of such recalculated Appraisal Reduction Amount.

            Notwithstanding anything herein to the contrary, 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.

            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 a Serviced Whole Loan shall be deemed allocated, first, to
the related B Loan (if any), up to the outstanding principal balance thereof, if
any, and, then, to the Mortgage Loan, or, in the case of a Serviced Whole Loan
with one or more Serviced Pari Passu Companion Loan(s), pro rata, to the
Mortgage Loan and any related Serviced Pari Passu Companion Loans based on each
such loan's outstanding principal balance.

            Any Appraisal Reduction Amount in respect of the USFS Industrial
Distribution Portfolio Mortgage Loan, the 85 Tenth Avenue Mortgage Loan and the
Georgian Towers Mortgage Loan shall be calculated by the COMM 2007-C9 Special
Servicer in accordance with and pursuant to the terms of the COMM 2007-C9
Pooling and Servicing Agreement.

            Any Appraisal Reduction Amount in respect of the Charles River Plaza
North Mortgage Loan shall be calculated by the COBALT CMBS 2007-C3 Special
Servicer in accordance with and pursuant to the terms of the COBALT CMBS 2007-C3
Pooling and Servicing Agreement.

            "Appraisal Reduction Event": With respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) 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 a Serviced 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
applicable Master 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 applicable Master 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 applicable Master 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.

            "Artesia": Artesia Mortgage Capital Corporation, a Delaware
corporation, in its capacity as Mortgage Loan Seller, and its successors.

            "Artesia Indemnification Agreement": The agreement dated as of
November 20, 2007 from Artesia to the Depositor and the Underwriters.

            "Artesia Mortgage Loans": Each Mortgage Loan transferred and
assigned to the Depositor pursuant to the Artesia Purchase Agreement.

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

            "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 applicable Master
Servicer or the 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
Certificate 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, received by or on behalf of the applicable Master Servicer in the
Collection Period relating to such Distribution Date, (ii) all P&I Advances made
by the applicable Master Servicer or the Trustee, as applicable, in respect of
the Mortgage Loans as of such Distribution Date, (iii) all other amounts
received by the applicable Master Servicer in such Collection Period (including
the portion of Loss of Value Payments deposited into its Collection Account
pursuant to Section 3.06(f)) and required to be placed in the applicable
Collection Account by the applicable Master Servicer pursuant to Section 3.05,
(iv) without duplication, any late Monthly Payments on or in respect of the
Mortgage Loans 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 Master Servicer Prepayment
Interest Shortfalls remitted by the applicable Master Servicer to its Collection
Account, (vi) with respect to the initial Distribution Date, the Interest
Deposit Amount and (vii) with respect to the Distribution Date in March of each
calendar year (or February if the final Distribution Date occurs in such month),
the Withheld Amounts deposited in the Interest Reserve Account by the
Certificate Administrator in accordance with Section 3.05(g); but excluding the
following:

            (a) amounts permitted to be used to reimburse the applicable Master
      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/Certificate Administrator Fee and an
      amount representing any applicable Special Servicing Compensation;

            (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, which the
      applicable Master 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 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 which
      represents any unpaid Servicing Fee, Trustee/Certificate Administrator Fee
      and Special Servicing Compensation, to which the applicable Master
      Servicer, any sub-servicer, Trustee, Certificate Administrator and/or the
      Special Servicer are entitled;

            (f) all amounts representing certain fees and expenses, including
      indemnity amounts, reimbursable or payable to the applicable Master
      Servicer, the Special Servicer, the Certificate Administrator or the
      Trustee and other amounts permitted to be retained by the applicable
      Master Servicer or withdrawn by such Master Servicer from its 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
      applicable 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
      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 Certificate
      Administrator to be necessary to pay any applicable federal, state or
      local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC 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; 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 Certificate Administrator in accordance with Section
      3.05(g).

            "B Loan": The Lincoln Square B Loan, Charles River Plaza North B
Loan and the Georgian Towers B Loan, each of which are identified in the
Preliminary Statement, as applicable and as the context may require.

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

            "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-AB,
Class A-4, Class A-1A, Class AM, Class A-MA, Class AJ, Class A-JA, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
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 applicable
Master 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 applicable Master
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 Certificate Administrator and
the applicable Master 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.

            "Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.

            "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, Columbia, Maryland, Santa Ana,
California, Horsham, Pennsylvania or the principal cities in which either Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator
conduct servicing or trust operations or (iii) a day on which banking
institutions or savings associations in New York, New York, Columbia, Maryland,
Santa Ana, California or the principal cities in which either Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator conduct
servicing or trust operations are authorized or obligated by law or executive
order to be closed.

            "Capmark": Capmark Finance Inc.

            "Capmark Collection Account": The trust account or accounts created
and maintained by the Capmark Master Servicer pursuant to Section 3.05(a), which
shall be entitled "Capmark Finance Inc., for the benefit of Wells Fargo Bank,
N.A., as Trustee, in trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates,
Collection Account" and which must be an Eligible Account.

            "Capmark Master Servicer": Capmark, in its capacity as Master
Servicer with respect to all of the Mortgage Loans sold to the Depositor by
Citigroup Global Markets Realty Corp., CWCapital LLC and SunTrust Bank (other
than the Charles River Plaza North Mortgage Loan), or its successors.

            "Capmark Servicing Standard": With respect to the Capmark Master
Servicer, shall mean to diligently service and administer the applicable
Mortgage Loans on behalf of, and in the best interest of, and for the benefit
of, the Certificateholders, the related Mortgage Loan documents, this Agreement
and applicable law, and, to the extent consistent with the foregoing, further as
follows: (a) with the same care, skill and diligence as is normal and usual in
the Capmark Master Servicer's servicing activities on behalf of third parties or
on behalf of itself, whichever is higher, with respect to comparable mortgage
loans, (b) with a view to the timely collection of all scheduled payments of
principal and interest on the applicable Mortgage Loans and (c) without regard
to: (i) any relationship that the Capmark Master Servicer or any Affiliate
thereof may have with a related borrower; (ii) ownership of any Certificate or
Serviced Companion Loan or related mezzanine loan by it or any of its
affiliates; (iii) its obligations to make Advances or to incur servicing
expenses; (iv) the adequacy of its compensation for its services, or its right
to receive reimbursement of costs or (v) the obligation of the Capmark Master
Servicer or any Affiliate thereof to repurchase or substitute for a Mortgage
Loan as Mortgage Loan Seller, provided, however, the Capmark Servicing Standard
shall apply only so long as Capmark or an affiliate thereof shall be a Master
Servicer; otherwise, the Wachovia/Special Servicing Standard shall apply.

            "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. Each Master Servicer shall be
permitted to make withdrawals therefrom for deposit into its 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-AB,
Class A-4, Class A-1A, Class XP, Class XS, Class AM, Class A-MA, Class AJ, Class
A-JA, 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 S, Class T,
Class R or Class LR Certificate issued, authenticated and delivered hereunder.

            "Certificate Administrator": Deutsche Bank Trust Company Americas, a
New York banking corporation, in its capacity as Certificate Administrator, or
its successor in interest, or any successor Certificate Administrator appointed
as herein provided.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Class XP, Class XS, Class T, 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 made
thereon on such prior Distribution Date.

            "Certificate Custodian": Initially, the Certificate
Administrator; thereafter, any other Certificate Custodian acceptable to the
Depository and selected by the Certificate 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, each Master Servicer, the
      Special Servicer, the Certificate Administrator, the Trustee, 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
      each Master Servicer or the Special Servicer or an Affiliate thereof shall
      be deemed to be outstanding, unless such amendment relates to compensation
      of the applicable Master Servicer or the Special Servicer or benefits such
      Master 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 a Master Servicer, 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 Certificate 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 applicable Master Servicer, the
      Special Servicer, the Certificate Administrator, the Trustee, 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.

            "Certifying Person": As defined in Section 10.08.

            "Certifying Servicer": As defined in Section 10.11.

            "CGM RRI Hotel Portfolio Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of November 12, 2007 by and
among Citigroup Global Markets Realty Corp., as initial Note A1 Lender, initial
Note A2 Lender, initial Note A3 Lender, initial Note A4 Lender, initial Note A5
Lender, initial Note A6 Lender, initial Note A7 Lender, initial Note A8 Lender
and initial Note A9 Lender, as from time to time amended, supplemented or
modified.

            "CGM RRI Hotel Portfolio Major Action": Any of the actions described
in clauses (i) through (xiv) of Section 3.02(a) of the CGM RRI Hotel Portfolio
Intercreditor Agreement.

            "CGM RRI Hotel Portfolio Mortgage Loan": As defined in the
preliminary statement.

            "CGM RRI Hotel Portfolio Pari Passu Loans": As defined in the
preliminary statement.

            "CGM RRI Hotel Portfolio Special Servicer": The party responsible
for performing the duties of Special Servicer hereunder with respect to the CGM
RRI Hotel Portfolio Whole Loan or any related REO Property.

            "CGM RRI Hotel Portfolio Whole Loan": As defined in the preliminary
statement.

            "Charles River Plaza North B Loan": As defined in the preliminary
statement.

            "Charles River Plaza North B Loan Noteholder": The holder of the
Note for the Charles River Plaza North B Loan.

            "Charles River Plaza North Companion Loan": As defined in the
preliminary statement.

            "Charles River Plaza North Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of August 7, 2007 by and
among Citigroup Global Markets Realty Corp., as initial Note A1 Lender, initial
Note A2 Lender and initial Note B Lender, as from time to time amended,
supplemented or modified

            "Charles River Plaza North Mortgage Loan": As defined in the
preliminary statement.

            "Charles River Plaza North Pari Passu Loan": As defined in the
preliminary statement.

            "Charles River Plaza North Service Provider": With respect to the
Charles River Plaza North 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.

            "Charles River Plaza North Whole Loan": As defined in the
preliminary statement.

            "Citigroup": Citigroup Global Markets Realty Corp., a New York
corporation, in its capacity as Mortgage Loan Seller, and its successors.

            "Citigroup Indemnification Agreement": The agreement dated as of
November 20, 2007 from Citigroup to the Depositor and the Underwriters.

            "Citigroup Mortgage Loans": Each Mortgage Loan transferred and
assigned to the Depositor pursuant to the Citigroup Purchase Agreement.

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

            "Class": With respect to the Certificates, all of the Certificates
bearing the same alphabetical and numerical Class designation and each
separately designated Lower-Tier Regular Interest.

            "Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-1 Pass-Through Rate": A per annum rate equal to 5.171%.

            "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-1A Pass-Through Rate": A per annum rate equal to the lesser
of (i) 5.800% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-2 Pass-Through Rate": A per annum rate equal to 5.655%.

            "Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-3 Pass-Through Rate": A per annum rate equal to 5.884%.

            "Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-4 Pass-Through Rate": A per annum rate equal to the lesser
of (i) 5.886% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class A-AB Certificate": Any one of the Certificates with a "Class
A-AB" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

            "Class A-AB Pass-Through Rate": A per annum rate equal to 5.745%.

            "Class A-JA Certificate": Any one of the Certificates with a "Class
A-JA" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

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

            "Class A-MA Certificate": Any one of the Certificates with a "Class
A-MA" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

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

            "Class AJ Certificate": Any one of the Certificates with a "Class
AJ" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

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

            "Class AM Certificate": Any one of the Certificates with a "Class
AM" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-1 hereto.

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

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-1 hereto.

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

            "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-1 hereto.

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

            "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "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) 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 with a "Class J"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

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

            "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class L Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class LA-1A-1 Interest," "Class LA-1A-2 Interest," "Class LA-1A-3
Interest," "Class LA-1A-4 Interest," "Class LA-1A-5 Interest," "Class LA-1A-6
Interest," "Class LA-1A-7 Interest," "Class LA-1A-8 Interest," "Class LA-1A-9
Interest," "Class LA-1A-10 Interest," "Class LA-1A-11 Interest," "Class LA-1A-12
Interest," "Class A-1A-13 Interest," "Class LA-1A-14 Interest," "Class LA-1A-15
Interest," "Class LA-1A-16 Interest," "Class LA-1-1 Interest," "Class LA-1-2
Interest," "Class LA-1-3 Interest," "Class LA-1-4 Interest," "Class LA-2-1
Interest," "Class LA-2-2 Interest," "Class LA-2-3 Interest," "Class LA-3-1
Interest," "Class LA-3-2 Interest," "Class LA-4-1 Interest," "Class LA-4-2
Interest," "Class LA-4-3 Interest," "Class LA-4-4 Interest," "Class LA-4-5
Interest," "Class LA-4-6 Interest," "Class LA-4-7 Interest," "Class LA-AB-1
Interest," "Class LA-AB-2 Interest," "Class LA-AB-3 Interest," "Class LAM
Interest," "Class LA-MA Interest," "Class LAJ Interest," "Class LA-JA Interest,"
"Class LB Interest," "Class LC Interest," "Class LD Interest," "Class LE-1
Interest," "Class LE-2 Interest," "Class LE-3 Interest," "Class LF-1 Interest,"
"Class LF-2 Interest," "Class LG-1 Interest," "Class LG-2 Interest," "Class LH-1
Interest," "Class LH-2 Interest," "Class LH-3 Interest," "Class LJ-1 Interest,"
"Class LJ-2 Interest," "Class LK-1 Interest," "Class LK-2 Interest," "Class LL-1
Interest," "Class LL-2 Interest," "Class LM-1 Interest," "Class LM-2 Interest,"
"Class LN Interest," "Class LO Interest," "Class LP Interest," "Class LQ
Interest," "Class LS Interest": Each, 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 with a "Class
LR" designation on the face thereof, executed and authenticated by the
Certificate Administrator or the Authenticating Agent on behalf of the Depositor
in substantially the form of Exhibit A-7 hereto. The Class LR Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class M Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class N Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class O Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class P Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% and (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class Q Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% or (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-4 hereto.

            "Class S Pass-Through Rate": A per annum rate equal to the lesser of
(i) 4.594% or (ii) the Weighted Average Net Mortgage Pass-Through Rate.

            "Class R Certificate": Any one of the Certificates with a "Class R"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-6 hereto. The Class R Certificates have no
Pass-Through Rate, Certificate Balance or Notional Balance.

            "Class T Certificate": Any one of the Certificates with a "Class T"
designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in
substantially the form of Exhibit A-5 hereto.

            "Class T Grantor Trust": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which are the Class T
Grantor Trust Assets.

            "Class T Grantor Trust Assets": The segregated pool of assets
consisting of the Excess Interest, the proceeds thereof and the Class T Grantor
Trust Distribution Account.

            "Class T Grantor Trust Distribution Account": The segregated
non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(c), which shall be entitled
"Deutsche Bank Trust Company America, as Certificate Administrator, for Wells
Fargo Bank, N.A., as Trustee, in trust for the Holders of Deutsche Mortgage &
Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass Through
Certificates, Class T Grantor Trust Distribution Account," and which must be an
Eligible Account or a sub-account of an Eligible Account. The Class T Grantor
Trust Distribution Account shall not be an asset of either Trust REMIC.

            "Class X Certificates": The Class XP and Class XS Certificates,
collectively.

            "Class X Notional Amount": The Class XP Notional Amount or the
Class XS Notional Amount, as applicable and as the context may require.

            "Class XP Certificate": Any one of the Certificates with a "Class
XP" designation on the face thereof, substantially in the form of Exhibit A-2
hereto, and evidencing a "regular interest" in Upper-Tier REMIC for purposes of
the REMIC Provisions.

            "Class XP Component Crossover Date": With respect to each Class XP
Component, the related Class XP Crossover Date as set forth in the table below:

Class XP Component                   Class XP Component Crossover Date
----------------------------------   ---------------------------------
XA-1-2, XA-1A-2                      May 2008
XA-1-3 and XA-1A-3                   November 2008
XA-1-4, XA-2-1, XA-1A-4              May 2009
XA-2-2, XA-1A-5, XM-1, XN            November 2009
XA-2-3, XA-3-1, XA-1A-6, XL-1, XM-2  May 2010
XA-3-2, XA-AB-1, XA-1A-7, XK-1,
XL-2                                 November 2010
XA-AB-2, XA-1A-8, XJ-1, XK-2         May 2011
XA-AB-3, XA-4-1, XA-1A-9, XH-1,
XJ-2                                 November 2011
XA-4-2, XA-1A-10, XH-2               May 2012
XA-4-3, XA-1A-11, XG-1, XH-3         November 2012
XA-4-4, XA-1A-12, XF-1, XG-2         May 2013
XA-4-5, XA-1A-13, XE-1, XF-2         November 2013
XA-4-6, XA-1A-14, XE-2               May 2014
XA-4-7, XA-1A-15, XAM, XA-MA, XAJ,
XA-JA, XB, XC, XD, XE-3              November 2014

            "Class XP Components": Each of Component XA-1-2, Component XA-1-3,
Component XA-1-4, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component XA-3-1, Component XA-3-2, Component XA-AB-1, Component XA-AB-2,
Component XA-AB-3, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-4-7,
Component XA-1A-2, Component XA-1A-3, Component XA-1A-4, Component XA-1A-5,
Component XA-1A-6, Component XA-1A-7, Component XA-1A-8, Component XA-1A-9,
Component XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XAM, Component XA-MA,
Component XAJ, Component XA-JA, Component XB, Component XC, Component XD,
Component XE-1, Component XE-2, Component XE-3, Component XF-1, Component XF-2,
Component XG-1, Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ-1, Component XJ-2, Component XK-1, Component XK-2, Component XL-1,
Component XL-2, Component XM-1, Component XM-2 and Component XN.

            "Class XP Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of the Class XP Components, excluding the
Class XP Components for which the Class XP Crossover Date has previously passed.

            "Class XP Pass-Through Rate": (i) With respect to the initial
Distribution Date, 0.259%, (ii) with respect to any Distribution Date subsequent
to the initial Distribution Date and on or before the Distribution Date in
November 2014, the weighted average of the Class XP Strip Rates for the
respective Class XP Components for such Distribution Date, weighted on the basis
of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date and (iii) with respect to any
Distribution Date beginning with the Distribution Date in December 2014, 0%.

            "Class XP Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date on Schedule VI attached hereto.

            "Class XP Strip Rate": With respect to each of the Class XP
Components (A) for any Distribution Date occurring on or before the related
Class XP Component Crossover Date, with respect to each Class XP 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 VI 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 XP Component Crossover Date,
equal to zero. In no event will any Class XP Strip Rate be less than zero.

            "Class XS Certificate": Any one of the Certificates with a "Class
XS" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in Upper-Tier REMIC for
purposes of the REMIC Provisions.

            "Class XS Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of all of the Components.

            "Class XS Pass-Through Rate": With respect to any Distribution Date,
the weighted average of the Class XS Strip Rates for the respective Class XP
Components for such Distribution Date, weighted on the basis of the respective
Component Notional Amounts of such Components outstanding immediately prior to
such Distribution Date. The Class XS Pass-Through Rate for the initial
Distribution Date is 0.062% per annum.

            "Class XS Strip Rate": With respect to any Class of Components
(other than Components that are also Class XP 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 XP
Components (A) for any Distribution Date occurring on or before the related
Class XP Component Crossover Date, the excess, if any, of the Weighted Average
Net Mortgage Pass Through Rate for such Distribution Date over 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 VI
attached hereto, and (B) for any Distribution Date occurring after the related
Class XP 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
XS Strip Rate be less than zero.

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

            "Closing Date": November 29, 2007.

            "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 Master Servicers (or, in the event of a failure of both Master Servicers
to agree on an association or organization, as shall be selected by the
Certificate Administrator) and reasonably acceptable to the Certificate
Administrator (if the Master Servicers make the determination), the Trustee, the
Special Servicer and the Controlling Class Representative.

            "CMSA Advance Recovery Report": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recoverability Report" available and effective as of the Closing
Date on the CMSA Website and, subsequent to the Closing Date, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Advance Recovery Report" available as of the Closing Date on the
CMSA website, is reasonably acceptable to the applicable Master Servicer.

            "CMSA Appraisal Reduction Template": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Appraisal Reduction Template" available and effective as of the Closing
Date on the CMSA Website and, subsequent to the Closing Date, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Appraisal Reduction Template" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the applicable Master Servicer.

            "CMSA Bond Level File": The monthly data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Bond Level File" available and effective as of the Closing Date on the CMSA
Website and, subsequent to the Closing Date, 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 Certificate Administrator.

            "CMSA Collateral Summary File": The monthly data file substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Collateral Summary File" available and effective as of the
Closing Date on the CMSA Website and, subsequent to the Closing Date, 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 Certificate Administrator.

            "CMSA 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 and effective as of
the Closing Date on the CMSA Website and, subsequent to the Closing Date,
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
applicable Master Servicer or the Special Servicer, as applicable. In connection
with preparing the CMSA Comparative Financial Status Report, each Master
Servicer shall process (a) interim financial statements beginning with interim
financial statements for the fiscal quarter ending December of 2007, and (b)
annual financial statements beginning with annual financial statements for the
2008 fiscal year.

            "CMSA Delinquent Loan Status Report": A monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Delinquent Loan Status Report" available and effective as of the
Closing Date on the CMSA Website and, subsequent to the Closing Date, 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 applicable Master Servicer
or the Special Servicer, as applicable.

            "CMSA Financial File": The monthly data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Financial File" available and effective as of the Closing Date on the
CMSA Website and, subsequent to the Closing Date, 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 Master Servicers or the Special Servicer, as
applicable. The initial data for this report shall be provided by each Mortgage
Loan Seller.

            "CMSA Historical Bond/Collateral Realized Loss Reconciliation
Template": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Bond/Collateral Realized
Loss Reconciliation Template" available and effective as of the Closing Date on
the CMSA Website and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Historical Bond/Collateral Realized Loss Reconciliation Template" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the
Certificate Administrator.

            "CMSA Historical Liquidation Loss Template": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Liquidation Loss Template" available and effective as of
the Closing Date on the CMSA Website and, subsequent to the Closing Date,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Loss Template" available
as of the Closing Date on the CMSA Website, is reasonably acceptable to the
Certificate Administrator.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A monthly 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 and effective as of
the Closing Date on the CMSA Website and, subsequent to the Closing Date,
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 applicable Master Servicer or the Special Servicer,
as applicable.

            "CMSA Interest Shortfall Reconciliation Template": A report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Interest Shortfall Reconciliation Template" available
and effective as of the Closing Date on the CMSA Website and, subsequent to the
Closing Date, insofar as it requires the presentation of information in addition
to that called for by the form of the "Interest Shortfall Reconciliation
Template" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Certificate Administrator.

            "CMSA Investor Reporting Package":

            (a) the following seven electronic files: (i) CMSA Loan Setup File,
      (ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
      Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
      File and (vii) CMSA Special Servicer Loan File;

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

            (c) the following six templates: (i) CMSA Appraisal Reduction
      Template, (ii) CMSA Servicer Realized Loss Template, (iii) CMSA
      Reconciliation of Funds Template, (iv) CMSA Historical Bond/Collateral
      Realized Loss Reconciliation Template, (v) CMSA Historical Liquidation
      Loss Template, and (vi) CMSA Interest Shortfall Reconciliation Template;
      and

            (d) such other reports and data files as CMSA may designate as part
      of the "CMSA Investor Reporting Package" from time to time generally and,
      if such file or report increases the duties of the applicable party, as is
      reasonably acceptable to the Master Servicers, the Special Servicer and
      the Certificate Administrator.

            "CMSA 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 and effective as of the Closing
Date on the CMSA Website and, subsequent to the Closing Date, 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 applicable Master Servicer or
the Special Servicer, as applicable.

            "CMSA Loan Periodic Update File": The monthly data file
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Loan Periodic Update File" available and
effective as of the Closing Date on the CMSA Website and, subsequent to the
Closing Date, 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
and effective as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicers or the Special Servicer, as applicable, and
the Certificate Administrator and, provided, that each CMSA Loan Periodic Update
File shall be accompanied by a CMSA 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 data file substantially in the form of,
and containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available and effective as of the Closing Date on the CMSA
Website and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Loan Setup File" available and effective as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Master Servicers or the Special
Servicer, as applicable, and the Certificate Administrator.

            "CMSA 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 and effective as of the Closing Date on the
CMSA Website and, subsequent to the Closing Date, 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 applicable Master Servicer or the Special Servicer, as
applicable.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available and effective as of
the Closing Date on the CMSA Website and, subsequent to the Closing Date,
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
applicable Master Servicer or the Special Servicer, as applicable.

            "CMSA Property File": The monthly data file substantially in the
form of, and containing the information called for, in the downloadable form of
the "CMSA Property File" available and effective as of the Closing Date on the
CMSA Website and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Property File" available and effective as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicers or the Special
Servicer, as applicable.

            "CMSA Reconciliation of Funds Template": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Reconciliation of Funds Template" available and effective 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 recommended by the CMSA for commercial mortgage securities transaction
generally and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Reconciliation of Funds Template" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Certificate Administrator.

            "CMSA REO Status Report": A monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"REO Status Report" available and effective as of the Closing Date on the CMSA
Website and, subsequent to the Closing Date, 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 applicable Master Servicer or the Special Servicer,
as applicable.

            "CMSA Servicer Realized Loss Template": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Servicer Realized Loss Template" available and effective as of the
Closing Date on the CMSA Website and, subsequent to the Closing Date, insofar as
it requires the presentation of information in addition to that called for by
the form of the "Servicer Realized Loss Template" available as of the Closing
Date on the CMSA Website, is reasonably acceptable to the applicable Master
Servicer.

            "CMSA Servicer Watch List": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Servicer Watch List" available and effective as of the Closing Date on the CMSA
Website and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Servicer Watch List/Portfolio Review Guidelines" available as of the Closing
Date on the CMSA Website, is reasonably acceptable to the applicable Master
Servicer or the Special Servicer, as applicable.

            "CMSA Special Servicer Loan File": The monthly data file
substantially in the form of, and containing the information called for in, the
downloadable form of the "Special Servicer Loan File" available and effective as
of the Closing Date on the CMSA Website and, subsequent to the Closing Date,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Special Servicer Loan File" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicers or the Special Servicer, as applicable.

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

            "CMSA Total Loan Report": The monthly report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Total Loan Report" available and effective as of the Closing Date on the
CMSA Website and, subsequent to the Closing Date, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Total Loan Report" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the applicable Master Servicer.

            "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.

            "COBALT CMBS 2007-C3 Pooling and Servicing Agreement": As defined in
the preliminary statement.

            "COBALT CMBS 2007-C3 Servicer": As defined in the preliminary
statement.

            "COBALT CMBS 2007-C3 Special Servicer": As defined in the
preliminary statement.

            "COBALT CMBS 2007-C3 Trustee": As defined in the preliminary
statement.

            "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 Lincoln Square Whole
Loan, the Lincoln Square Intercreditor Agreement, (ii) with respect to the USFS
Industrial Distribution Portfolio Whole Loan, the USFS Industrial Distribution
Portfolio Intercreditor Agreement, (iii) with respect to the Charles River Plaza
North Whole Loan, the Charles River Plaza North Intercreditor Agreement, (iv)
with respect to the 85 Tenth Avenue Whole Loan, the 85 Tenth Avenue
Intercreditor Agreement, (v) with respect to the CGM RRI Hotel Portfolio Whole
Loan, the CGM RRI Hotel Portfolio Intercreditor Agreement, (vi) with respect to
the Georgian Towers Whole Loan, the Georgian Towers Intercreditor Agreement, and
(vii) with respect to the Seattle Space Needle Whole Loan, the Seattle Space
Needle Intercreditor Agreement; in each case, as applicable and as the context
may require.

            "Collection Account": Collectively, the Capmark Collection
Account and the Wachovia Collection 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 December 2007, 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.

            "COMM 2007-C9 Pooling and Servicing Agreement": As defined in the
preliminary statement.

            "COMM 2007-C9 Servicer": As defined in the preliminary statement.

            "COMM 2007-C9 Special Servicer": As defined in the preliminary
statement.

            "COMM 2007-C9 Trustee": As defined in the preliminary statement.

            "Commission": The Securities and Exchange Commission.

            "Companion Loan": Any of the Lincoln Square Pari Passu Loan, the
Lincoln Square B Loan, the USFS Industrial Distribution Portfolio Pari Passu
Loans, the Charles River Plaza North Pari Passu Loan, the Charles River Plaza
North B Loan, the 85 Tenth Avenue Pari Passu Loans, the CGM Hotel RRI Portfolio
Pari Passu Loans, the Georgian Towers Pari Passu Loans, the Georgian Towers B
Loan and the Seattle Space Needle Pari Passu Loan, as applicable and as the
context may require.

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

            "Component": Each of Component XA-1-1, Component XA-1-2, Component
XA-1-3, Component XA-1-4, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component XA-3-1, Component XA-3-2, Component XA-AB-1, Component XA-AB-2,
Component XA-AB-3, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-4-7,
Component XA-1A-1, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XAM,
Component XA-MA, Component XAJ, Component XA-JA, Component XB, Component XC,
Component XD, Component XE-1, Component XE-2, Component XE-3, Component XF-1,
Component XF-2, Component XG-1, Component XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ-1, Component XJ-2, Component XK-1, Component XK-2,
Component XL-1, Component XL-2, Component XM-1, Component XM-2, Component XN,
Component XO, Component XP, Component XQ and Component XS.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Balance
of its Corresponding Lower-Tier Regular Interest.

            "Component XA-1-1": One of the 60 components of the Class XS
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-1-1 as of any
date of determination.

            "Component XA-1-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1-2 as of any date of determination.

            "Component XA-1-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1-3 as of any date of determination.

            "Component XA-1-4": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1-4 as of any date of determination.

            "Component XA-1A-1": One of the 60 components of the Class XS
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-1A-1 as of any
date of determination.

            "Component XA-1A-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-2 as of any date of determination.

            "Component XA-1A-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-3 as of any date of determination.

            "Component XA-1A-4": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-4 as of any date of determination.

            "Component XA-1A-5": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-5 as of any date of determination.

            "Component XA-1A-6": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-6 as of any date of determination.

            "Component XA-1A-7": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-7 as of any date of determination.

            "Component XA-1A-8": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-8 as of any date of determination.

            "Component XA-1A-9": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-9 as of any date of determination.

            "Component XA-1A-10": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-10 as of any date of determination.

            "Component XA-1A-11": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-11 as of any date of determination.

            "Component XA-1A-12": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-12 as of any date of determination.

            "Component XA-1A-13": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-13 as of any date of determination.

            "Component XA-1A-14": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-14 as of any date of determination.

            "Component XA-1A-15": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-1A-15 as of any date of determination.

             "Component XA-2-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-2-1 as of any date of determination.

            "Component XA-2-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-2-2 as of any date of determination.

            "Component XA-2-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-2-3 as of any date of determination.

            "Component XA-3-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-3-1 as of any date of determination.

            "Component XA-3-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-3-2 as of any date of determination.

            "Component XA-4-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-1 as of any date of determination.

            "Component XA-4-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-2 as of any date of determination.

            "Component XA-4-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-3 as of any date of determination.

            "Component XA-4-4": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-4 as of any date of determination.

            "Component XA-4-5": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-5 as of any date of determination.

            "Component XA-4-6": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-6 as of any date of determination.

            "Component XA-4-7": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-4-7 as of any date of determination.

            "Component XA-AB-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-AB-1 as of any date of determination.

            "Component XA-AB-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-AB-2 as of any date of determination.

            "Component XA-AB-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-AB-3 as of any date of determination.

             "Component XA-JA": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-JA as of any date of determination.

            "Component XA-MA": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LA-MA as of any date of determination.

            "Component XAJ": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LAJ as of any date of determination.

            "Component XAM": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LAM as of any date of determination.

            "Component XB": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LB as of any date of determination.

            "Component XC": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LC as of any date of determination.

            "Component XD": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LD as of any date of determination.

            "Component XE-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LE-1 as of any date of determination.

            "Component XE-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LE-2 as of any date of determination.

            "Component XE-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LE-3 as of any date of determination.

            "Component XF-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LF-1 as of any date of determination.

            "Component XF-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LF-2 as of any date of determination.

            "Component XG-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LG-1 as of any date of determination.

            "Component XG-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LG-2 as of any date of determination.

            "Component XH-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LH-1 as of any date of determination.

            "Component XH-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LH-2 as of any date of determination.

            "Component XH-3": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LH-3 as of any date of determination.

            "Component XJ-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LJ-1 as of any date of determination.

            "Component XJ-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LJ-2 as of any date of determination.

            "Component XK-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LK-1 as of any date of determination.

            "Component XK-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LK-2 as of any date of determination.

            "Component XL-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LL-1 as of any date of determination.

            "Component XL-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LL-2 as of any date of determination.

            "Component XM-1": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LM-1 as of any date of determination.

            "Component XM-2": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LM-2 as of any date of determination.

            "Component XN": One of the 60 components of the Class XS
Certificates and one of the 65 components of the Class XP Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Balance
of Lower-Tier Regular Interest LN as of any date of determination.

            "Component XO": One of the 65 components of the Class XS
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LO as of any date of
determination.

            "Component XP": One of the 65 components of the Class XS
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LP as of any date of
determination.

            "Component XQ": One of the 65 components of the Class XS
Certificates and having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LQ as of any date of
determination.

            "Component XS": One of the 65 components of the Class XS
Certificates and having a Component Notional Amount equal to the then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LS as of any date of
determination.

            "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, 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
Sequential Pay 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 Sequential Pay Certificates as of
the Closing Date. As of the Closing Date, the Controlling Class will be the
Class S Certificates. For purposes of determining the Controlling Class, the
Class A-1, Class A-2, Class A-3, Class A-AB, 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 Certificate 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
Certificate 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 Certificate 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 Certificate
Administrator as to its status as Controlling Class Representative upon which
the Certificate Administrator shall use its best efforts to verify such status.
CRES Investment No. II, LP shall be the initial Controlling Class
Representative, without necessity of further notice or selection.

            "Corporate Trust Office": The offices of: (a) the Trustee, located
at 9062 Old Annapolis Road, Columbia Maryland 21045-1951, Attention: Corporate
Trust Services, CD 2007-CD5; and (b) the Certificate Administrator, located at
1761 East Saint Andrew Place, Santa Ana, California 92705, Attention: Trust
Administration - CD07C5, or for purposes of exchange and transfer, Deutsche Bank
Trust Company Americas, c/o DB Services Tennessee, 648 Grassmere Park Road,
Nashville, TN 37211, Attention: Transfer Unit.

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

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

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

            "Crossover 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ and Class A-JA 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 Certificate Administrator, the Trustee or
the applicable Master Servicer or any Affiliate of the Certificate
Administrator, the Trustee or such Master 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 the related Due Date of such Mortgage Loan in November 2007
and the date of origination of such Mortgage Loan.

            "CWCapital": CWCapital LLC, a Massachusetts limited liability
company, in its capacity as Mortgage Loan Seller, and its successors.

            "CWCapital Indemnification Agreement": The agreement dated as of
November 20, 2007 from CWCapital to the Depositor and the Underwriters.

            "CWCapital Mortgage Loans": Each Mortgage Loan transferred and
assigned to the Depositor pursuant to the CWCapital Purchase Agreement.

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

            "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" information from the CMSA NOI Adjustment Worksheet for such
Mortgaged Property by the applicable Master Servicer or Special Servicer, if
applicable, 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.

            "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": The eleventh day of each month, or if such
eleventh day is not a Business Day, then the immediately preceding Business Day,
commencing in December 2007.

            "Directing Certificateholder": (a) With respect to any Mortgage
Loan, other than any Serviced Whole Loan or Non-Serviced Whole Loan, the
Controlling Class Representative (or its designee); (b) with respect to the
Lincoln Square Whole Loan, the holder of the Lincoln Square B Loan; provided
that, if and for so long as (i) the principal amount of the Lincoln Square B
Loan (net of any existing Appraisal Reduction Amount with respect to the Lincoln
Square Whole Loan) is less than 25% of the original principal amount of the
Lincoln Square B Loan and (ii) the Lincoln Square Mortgage Loan and the Lincoln
Square Pari Passu Companion Loan have not been paid in full, then the
Controlling Class Representative (or its designee); (c) with respect to the
Seattle Space Needle Whole Loan, the Controlling Class Representative (or its
designee); and (d) with respect to the CGM RRI Hotel Portfolio Whole Loan, the
holders (or representatives of holders) of promissory notes representing more
than 50% of the total principal balance of the entire CGM RRI Hotel Portfolio
Whole Loan.

            Written notice of the identification of each Directing
Certificateholder, as set forth on Schedule VII attached hereto, shall be
provided to the applicable Master Servicer and Special Servicer on or prior to
the Closing Date and any changes in such Person shall be promptly provided by
the Certificate Administrator (to the extent the Certificate Administrator has
actual knowledge of such change) in writing to the applicable Master Servicer
and Special Servicer.

            "Directly Operate": With respect to any Serviced 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 a Serviced 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 Serviced 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,
(B) any domestic partnership for U.S. federal income tax purposes, one or more
of the direct or indirect beneficial owners (other than through a U.S.
corporation) of which is (or is permitted under the applicable partnership
agreement to be) a Non-U.S. Person who is not described in clause (A)(i) or (ii)
or (C) 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 either Trust 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 Class T Grantor Trust
Distribution Account, all of which may be sub-accounts of a single Eligible
Account.

            "Distribution Date": For each Determination Date, the fourth
Business Day following such Determination Date, commencing in December 2007.

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

            "Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicers, Special Servicer, the
Certificate Administrator and Trustee, which lists certain parties identified by
the Depositor as having failed to comply with their respective obligations under
Article X of this Agreement or as having failed to comply with any similar
Regulation AB reporting requirements under any pooling and servicing agreement
relating to any other series of certificates offered by the Depositor.

            "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 "F-1" by Fitch,
"P-1" by Moody's and "A-1" by S&P, 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 "AA-" by Fitch (or "A+" if the related short-term rating is at least
"F-1"), "Aa3" by Moody's and "AA-" by S&P (or "A+" if the related short-term
rating is at least "A-1") or (B) as to which the Certificate 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, (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), and
subject to supervision or examination by federal and state authority or (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, which may
be an account maintained with the Certificate Administrator, the Trustee or the
applicable Master Servicer. 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 applicable
Master 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 or Serviced Whole Loan.

            "Euroclear": The Euroclear System and its successors.

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

            "Environmental Insurance Policy": With respect to any Mortgaged
Property or REO Property, any insurance policy covering pollution conditions
and/or other environmental conditions that is maintained from time to time in
respect of such Mortgaged Property or REO Property, as the case may be, for the
benefit of, among others, the Trustee on behalf of the Certificateholders.

            "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 either Trust REMIC formed 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 Serviced 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 non-interest
bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(k) in trust for the Certificateholders
and, in the case of the Serviced Companion Loans, the Serviced Companion Loan
Noteholders, which shall be entitled "Deutsche Bank Trust Company Americas, as
Certificate Administrator, for the benefit of Wells Fargo Bank, N.A., as
Trustee, in trust for the Holders of Deutsche Mortgage & Asset Receiving
Corporation, CD 2007-CD5 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 Master 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.

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

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

            "FASB": The Financial Accounting Standards Board's Statement No.
140, entitled "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities," issued in September 2002.

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

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

            "Final Recovery Determination": With respect to any Specially
Serviced Loan, Serviced 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 Serviced REO
Property) which the applicable Master Servicer (or in the case of a Specially
Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable
judgment as evidenced by a certificate of a Servicing Officer delivered to the
Trustee, the Certificate Administrator and the Custodian (and the applicable
Master Servicer, if the certificate is from the Special Servicer), expects to be
finally recoverable. Each Master Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination until the earlier of (i)
its termination as a Master 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.

            "Form 8-K Disclosure Information": As defined in Section 10.09.

            "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 3.28(i).

            "GACC Indemnification Agreement": The agreement dated as of
November 20, 2007 from GACC to the Depositor and the Underwriters.

            "GACC Mortgage Loans": Each Mortgage Loan transferred and
assigned to the Depositor pursuant to the GACC Purchase Agreement.

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

            "Georgian Towers B Loan": As defined in the Preliminary Statement.

            "Georgian Towers B Loan Noteholder": The holder of the Note for the
Georgian Towers B Loan.

            "Georgian Towers Companion Loan": As defined in the Preliminary
Statement.

            "Georgian Towers Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of July 31, 2007 by and
between German American Capital Corporation and German American Capital
Corporation, as from time to time amended, supplemented or modified.

            "Georgian Towers Mortgage Loan": As defined in the Preliminary
Statement.

            "Georgian Towers Whole Loan": As defined in the Preliminary
Statement.

            "Georgian Towers Service Provider": With respect to the Georgian
Towers 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.

            "Global Certificates": The Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class XP, Class XS, Class AM, Class A-MA, Class AJ,
Class A-JA, 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 and Class S
Certificates.

            "Grantor Trust": The Class T Grantor Trust, the assets of which are
the Grantor Trust Assets.

            "Grantor Trust Assets": The segregated pool of assets consisting of
the Class T Grantor Trust Assets.

            "Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury Regulations Section 301.7701-4(c).

            "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.

            "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.

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

            "Indemnification Agreements": Each of the Artesia Indemnification
Agreement, the Citigroup Indemnification Agreement, the CWCapital
Indemnification Agreement, the GACC Indemnification Agreement and the
SunTrust Indemnification Agreement.

            "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
Certificate Administrator, the applicable Master Servicer, the Special Servicer,
the Directing Certificateholder, 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 Master Servicers 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 applicable Master Servicer
or the Special Servicer, as applicable, the Certificate Administrator and the
Trustee has been delivered to the Certificate Administrator to that effect) or
(ii) any other Person (including the applicable Master Servicer and the Special
Servicer) if such Master Servicer or the Special Servicer, as applicable, on
behalf of itself, the Certificate Administrator and the Trustee 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 Serviced 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 Serviced 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 Serviced
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": Deutsche Bank Securities Inc. and Citigroup
Global Markets Inc., and 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 applicable Master
Servicer pursuant to Section 3.08).

            "Interest Accrual Amount": With respect to any Distribution Date and
any Class of Certificates (other than the Class T, 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, 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 Class of Regular
Certificates and any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs.

            "Interest Reserve Account": The segregated non-interest bearing
trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(g), which shall be entitled "Deutsche
Bank Trust Company Americas, the Certificate Administrator, for the benefit of
Wells Fargo Bank, N.A., as Trustee, in trust for the Holders of Deutsche
Mortgage & Asset Receiving Corporation, CD 2007-CD5 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.

            "Interest Deposit Amount": shall be the aggregate of the following
amounts, with respect to the Mortgage Loan next to such amount, 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 November 1, 2007,
from and including November 1, 2007 but excluding December 1, 2007:

             Mortgage Loan             Interest Deposit Amount ($)
             -----------------------   ---------------------------
             Quality King                               248,543.75
             Great Escape Lodge                         184,800.00
             Hotel deLuxe                               126,400.00
             6620 18th Avenue Retail                     74,316.67
             -----------------------   ---------------------------
             Total:                                    $634,060.42

            "Interested Person": As of any date of determination, the Depositor,
the applicable Master Servicer, Special Servicer, the Certificate Administrator,
the Trustee, 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 the Trustee or the Certificate
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.

            "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.

            "Lincoln Square B Loan": As defined in the preliminary statement.

            "Lincoln Square Companion Loans": As defined in the preliminary
statement.

            "Lincoln Square Intercreditor Agreement": That certain intercreditor
agreement among note holders, dated as of November 9, 2007 by and among
Citigroup Global Markets Realty Corp., as initial Note A1 Lender, initial Note
A2 Lender and initial Note B Lender, as from time to time amended, supplemented
or modified.

            "Lincoln Square Major Action": Any of the actions described in
clauses (i) through (xxi) of Section 3.02(a) of the Lincoln Square Intercreditor
Agreement.

            "Lincoln Square Mortgage Loan": As defined in the preliminary
statement.

            "Lincoln Square Pari Passu Loan": As defined in the preliminary
statement.

            "Lincoln Square Reserve Collateral": With respect to the Lincoln
Square Whole Loan, the "Reserve Collateral" within the meaning of the Lincoln
Square Intercreditor Agreement.

            "Lincoln Square Special Servicer": The party responsible for
performing the duties of Special Servicer hereunder with respect to the Lincoln
Square Whole Loan or any related REO Property.

            "Lincoln Square Whole Loan": As defined in the preliminary
statement.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the applicable Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee in connection
with the liquidation of any Mortgage Loan or Serviced Whole Loan or the
liquidation of a Serviced 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 Serviced REO Loan or with respect to
each Mortgage Loan as specified in clause (e) of this definition, in each case
as to which the Special Servicer obtains a full, partial or discounted payoff
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); (b) 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; (c)
with respect to a Serviced Whole Loan, 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 (d)
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 that is the subject of an Other Securitization, 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 Proceeds) received by or paid to the
applicable Master 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,
disposition of REO Property 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 or the
Special Servicer; (iv) the repurchase of a Mortgage Loan (or related REO Loan)
by the applicable Mortgage Loan Seller pursuant to Section 2.03(d); (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 applicable Master 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 Lincoln Square
Mortgage Loan, the Charles River Plaza North Mortgage Loan or the Georgian
Towers Mortgage Loan, the purchase of such Mortgage Loan by a related B Loan
Noteholder, or the applicable designee, as applicable, pursuant to the related
Co-Lender Agreement; or (vii) 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 applicable Collection Account.

            "LNR Partners": LNR Partners, Inc., a Florida corporation, and
its successors.

            "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 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.

            "Loan Seller Sub-Servicer": A Servicing Function Participant or
Sub-Servicer required to be retained by either Master Servicer or the Special
Servicer by a Mortgage Loan Seller, as listed on Exhibit X hereto, or any
successor thereto.

            "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 applicable
Master 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.

            "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(f) of this Agreement. The Loss of Value Reserve Fund will be
part of the Trust Fund but not part of the Grantor Trust or either Trust REMIC.

            "Lower-Tier Distribution Account": The segregated non-interest
bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(b), which shall be entitled "Deutsche
Bank Trust Company Americas, as Certificate Administrator, for the benefit of
Wells Fargo Bank, N.A., as Trustee, in trust for the Holders of Deutsche
Mortgage & Asset Receiving Corporation, CD 2007-CD5 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": As defined in Section 4.01(a).

            "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 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) and 4.01(f) hereof.

            "Lower-Tier Regular Interests": The Class LA-1A-1 Interest, the
Class LA-1A-2 Interest, the Class LA-1A-3 Interest, the Class LA-1A-4 Interest,
the Class LA-1A-5 Interest, the Class LA-1A-6 Interest, the Class LA-1A-7
Interest, the Class LA-1A-8 Interest, the Class LA-1A-9 Interest, the Class
LA-1A-10 Interest, the Class LA-1A-11 Interest, the Class LA-1A-12 Interest, the
Class A-1A-13 Interest, the Class LA-1A-14 Interest, the Class LA-1A-15
Interest, the Class LA-1A-16 Interest, the Class LA-1-1 Interest, the Class
LA-1-2 Interest, the Class LA-1-3 Interest, the Class LA-1-4 Interest, the Class
LA-2-1 Interest, the Class LA-2-2 Interest, the Class LA-2-3 Interest, the Class
LA-3-1 Interest, the Class LA-3-2 Interest, the Class LA-4-1 Interest, the Class
LA-4-2 Interest, the Class LA-4-3 Interest, the Class LA-4-4 Interest, the Class
LA-4-5 Interest, the Class LA-4-6 Interest, the Class LA-4-7 Interest, the Class
LA-AB-1 Interest, the Class LA-AB-2 Interest, the Class LA-AB-3 Interest, the
Class LAM Interest, the Class LA-MA Interest, the Class LAJ Interest, the Class
LA-JA Interest, the Class LB Interest, the Class LC Interest, the Class LD
Interest, the Class LE-1 Interest, the Class LE-2 Interest, the Class LE-3
Interest, the Class LF-1 Interest, the Class LF-2 Interest, the Class LG-1
Interest, the Class LG-2 Interest, the Class LH-1 Interest, the Class LH-2
Interest, the Class LH-3 Interest, the Class LJ-1 Interest, the Class LJ-2
Interest, the Class LK-1 Interest, the Class LK-2 Interest, the Class LL-1
Interest, the Class LL-2 Interest, the Class LM-1 Interest, the Class LM-2
Interest, the Class LN Interest, the Class LO Interest, the Class LP Interest,
the Class LQ Interest and the Class LS Interest issued by the Lower-Tier REMIC
and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier
Regular Interest (i) is designated as a "regular interest," (ii) relates to its
Corresponding Class of Certificates, (iii) is uncertificated, (iv) has an
initial Lower-Tier Principal Balance equal to the original Lower-Tier Principal
Balance set forth in the Preliminary Statement herein, (v) has a Pass-Through
Rate equal to the Weighted Average Net Mortgage Pass-Through Rate, (vi) 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 (vii) is
entitled to the distributions in the amounts and at the times specified in
Section 4.01(a)(ii) and Section 4.01(c), as applicable.

            "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,
amounts related thereto held from time to time in the applicable Collection
Account and the Lower-Tier Distribution Account, the REO Account (to the extent
of the Trust Fund's interest therein), related amounts in the Interest Reserve
Account, amounts held from time to time and the Excess Liquidation Proceeds
Account (to the extent of the Trust Fund's interest therein) in respect thereof,
the Interest Deposit Amount 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 Servicer": The Capmark Master Servicer or the Wachovia
Master Servicer, as applicable and as the context may require, or any successor
master servicer appointed as herein provided.

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

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

            "Master Servicer Website": Shall mean the internet website
maintained by either Master Servicer; initially located at "www.capmark.com" in
the case of the Capmark Master Servicer and initially located at
"www.wachovia.com" in the case of the Wachovia Master Servicer.

            "Master Servicing Fee": With respect to each Mortgage Loan or
Serviced Pari Passu 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 Pari Passu 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 Pari Passu Companion Loan on such Due Date). For
the avoidance of doubt, with respect to any B Loan, no Master Servicing Fee
shall accrue or be payable on the principal balance thereof.

            "Master Servicing Fee Rate": With respect to each Mortgage 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.

            "MERS": Mortgage Electronic Registration Systems, Inc.

            "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., or its successor 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 clauses (i)
through (xx) of Section 2.01(a) 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. 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 Non-Serviced Mortgage Loans.

            "Mortgage Loan Purchase Agreements": Each of the Artesia Purchase
Agreement, the Citigroup Purchase Agreement, the CWCapital Purchase
Agreement, the GACC Purchase Agreement and the SunTrust 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 loan name;

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

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

            (e) the original principal balance;

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

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

            (h) the Due Date;

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

            (j) the Servicing Fee Rate;

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

            (l) 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;

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

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

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

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

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

            (r) whether any letter of credit is held by the lender as a
      beneficiary or is assigned as security for such Mortgage Loan.

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 Artesia, Citigroup, CWCapital,
GACC and SunTrust.

            "Mortgage Pool": All of the Mortgage Loans and any successor REO
Loans, collectively. The Mortgage Pool does not include the 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 and excluding any Excess Interest), 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 3.32 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 applicable 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
applicable 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": (i) 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 and the Trustee/Certificate Administrator Fee
Rate; (ii) with respect to the Charles River Plaza North Mortgage Loan, the per
annum rate equal to the Mortgage Rate for such Mortgage Loan minus the
applicable Servicing Fee Rate and the servicing fee rate pursuant to the COBALT
CMBS 2007-C3 Pooling and Servicing Agreement; or (iii) with respect to the 85
Tenth Avenue Mortgage Loan, the Georgian Towers Mortgage Loan and the USFS
Industrial Distribution Portfolio Mortgage Loan, the per annum rate equal to the
Mortgage Rate for each such Mortgage Loan minus the applicable Servicing Fee
Rate and the servicing fee rate pursuant to the COMM 2007-C9 Pooling and
Servicing Agreement; 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 applicable Master Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the Borrower.

            Notwithstanding the foregoing, if any such Mortgage Loan or Serviced
Companion 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 or Serviced Companion Loan for any Interest Accrual Period
will be the annualized rate at which interest would have to accrue in respect of
such Mortgage Loan or Serviced Companion 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 or Serviced Companion
Loan at the related Mortgage Rate, less the Servicing Fee Rate and the
Trustee/Certificate Administrator Fee Rate during such Interest Accrual Period;
provided, however, that with respect to each such Mortgage Loan or Serviced
Companion 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 (in either case, unless the related
Distribution Date is the final Distribution Date) and (ii) preceding the Due
Date in March (or February if the related Distribution Date is the final
Distribution Date), will be determined inclusive of the Withheld Amounts, if
applicable, from the immediately preceding January and February.

            "Net Prepayment Interest Excess": The excess amount, if any, that
the aggregate of all Prepayment Interest Excess for all Mortgage Loans that the
applicable Master Servicer is servicing exceeds the aggregate of all Prepayment
Interest Shortfalls for such Mortgage Loans as of any Distribution Date.

            "Net Prepayment Interest Shortfall": With respect to the Mortgage
Loans that the applicable Master Servicer is servicing, the aggregate Prepayment
Interest Shortfalls on such Mortgage Loans in excess of the Master Servicer
Prepayment Interest Shortfall on such Mortgage Loans.

            "Net REO Proceeds": With respect to each Serviced 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 a Serviced REO Property entered into on
behalf of the Lower-Tier REMIC, if such Trust REMIC has the right to renegotiate
the terms of such lease, including any lease renewed or extended on behalf of
such Trust REMIC.

            "Non-Serviced Mortgage Loans": Each of the 85 Tenth Avenue Mortgage
Loan, the Charles River Plaza North Mortgage Loan, the Georgian Towers Mortgage
Loan and the USFS Industrial Distribution Portfolio Mortgage Loan, as the
context may require and as applicable.

            "Non-Serviced Mortgage Loan Service Providers": The 85 Tenth Avenue
Service Providers, the Charles River Plaza North Service Providers, the Georgian
Towers Service Providers and the USFS Industrial Distribution Portfolio Service
Providers.

            "Non-Serviced Pari Passu Loan": Each of the 85 Tenth Avenue Pari
Passu Loans, the Charles River Plaza North Pari Passu Loan, the Georgian Towers
Pari Passu Loans and the USFS Industrial Distribution Portfolio Pari Passu
Loans, as the context may require and as applicable.

            "Non-Serviced Whole Loans": Each of the 85 Tenth Avenue Whole Loan,
the Charles River Plaza North Whole Loan, the Georgian Towers Whole Loan and the
USFS Industrial Distribution Portfolio Whole Loan, as the context may require
and as applicable.

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

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance,
Nonrecoverable Property Advance or Nonrecoverable Workout-Delayed
Reimbursement Amounts.

            "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 applicable Master Servicer, the Special Servicer, in
each case in accordance with the applicable 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's 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 a
Non-Serviced Mortgage Loan) or the Serviced Whole Loan or any Serviced REO
Property that, in the reasonable judgment of the applicable Master Servicer, the
Special Servicer, in each case in accordance with the applicable 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, Serviced 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 a Non-Serviced Whole Loan,
shall (i) with respect to the 85 Tenth Avenue Whole Loan, the Georgian Towers
Whole Loan and the USFS Industrial Distribution Portfolio Whole Loan, be made by
the COMM 2007-C9 Servicer, COMM 2007-C9 Special Servicer or COMM 2007-C9 Trustee
pursuant to the COMM 2007-C9 Pooling and Servicing Agreement and, (ii) with
respect to the Charles River Plaza North Whole Loan, be made by the COBALT CMBS
2007-C3 Servicer, COBALT CMBS 2007-C3 Special Servicer or COBALT CMBS 2007-C3
Trustee pursuant to the COBALT CMBS 2007-C3 Pooling and Servicing Agreement. Any
such determination made by the COMM 2007-C9 Servicer, the COMM 2007-C9 Special
Servicer, the COMM 2007-C9 Trustee, the COBALT CMBS 2007-C3 Servicer, the COBALT
CMBS 2007-C3 Special Servicer or the COBALT CMBS 2007-C3 Trustee shall be
conclusive and binding on the Certificateholders and may, in all cases, be
conclusively relied upon by the applicable Master 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.

            "Nonrecoverable Workout-Delayed Reimbursement Amounts": Any
Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Property Advances
or Nonrecoverable P&I Advances, as applicable, and taking into account factors
such as all other outstanding Advances, either (a) has determined that such
Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from
late payments or any other recovery on or in respect of the related Mortgage
Loan or Serviced Loan or REO Loans or (b) has determined that such
Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along
with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances, out of the principal portion of future collections on all of the
Mortgage Loans and REO Properties, from general principal collections in the
Collection Account.

            "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 Certificate Administrator and the applicable Master Servicer by the
Certificateholder owning a majority of the Percentage Interests in the
Controlling Class, the Special Servicer or the applicable Master 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 XP and Class XS Certificates
as a Class, the related Class X Notional Amount as of such date of determination
and (ii) with respect to any Class X Certificate, the product of the Percentage
Interest evidenced by such Certificate and the related Class X Notional Amount
as of such date of determination.

            "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
applicable Master Servicer, Special Servicer or Additional 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
Certificate Administrator, the Special Servicer or the applicable Master
Servicer, as the case may be.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be counsel for the Depositor, the Special Servicer or the applicable
Master Servicer, as the case may be, acceptable to the Certificate 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 either
Trust 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 applicable Master Servicer
or the Special Servicer pursuant to Section 6.04, must be an opinion of counsel
who is Independent of the Depositor and such Master 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.

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

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

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

            "Other Pooling and Servicing Agreement": Each of the COMM 2007-C9
Pooling and Servicing Agreement, the COBALT CMBS 2007-C3 Pooling and Servicing
Agreement and any other pooling and servicing agreement entered into in
connection with any Other Securitization as from time to time amended,
supplemented or modified.

            "Other Securitization": Any commercial mortgage securitization trust
that holds a Serviced Companion Loan or Non-Serviced Pari Passu Loan or any
successor REO Loan with respect thereto.

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

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

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

            "P&I Advance": As to any Mortgage Loan, any advance made by the
applicable Master 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 later of the date of the making of such P&I Advance or the
expiration of any applicable grace period on the related Mortgage Loan 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 T, Class R and Class LR Certificates), the 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-AB   Class A-AB Pass-Through Rate
                   Class A-4    Class A-4 Pass-Through Rate
                   Class A-1A   Class A-1A Pass-Through Rate
                   Class XP     Class XP Pass-Through Rate
                   Class XS     Class XS Pass-Through Rate
                   Class AM     Class AM Pass-Through Rate
                   Class A-MA   Class A-MA Pass-Through Rate
                   Class AJ     Class AJ Pass-Through Rate
                   Class A-JA   Class A-JA 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 Q      Class Q Pass-Through Rate
                   Class S      Class S Pass-Through Rate

            With respect to each Class of Lower-Tier Regular Interests, the
Weighted Average Net Mortgage Pass-Through Rate.

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

            "PCAOB": The Public Company Accounting Oversight Board.

            "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 T
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 T, 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 T, 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 applicable Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee 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 shall have
confirmed in writing to such Master 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, or if not rated by any Rating Agency, otherwise
      acceptable to Fitch, Moody's and S&P 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 or, if not
      rated by any Rating Agency, otherwise acceptable to Fitch, Moody's and
      S&P, 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
      or, if not rated by any Rating Agency, otherwise acceptable to Fitch,
      Moody's and S&P, 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 or, if not rated by
      any Rating Agency, otherwise acceptable to Fitch, Moody's and S&P 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, to the
      extent that a Serviced Companion Loan has been deposited into a commercial
      mortgage securitization that is rated by Fitch, as applicable, and the
      particular related investment relates solely to the related Serviced Whole
      Loan) or, if not rated by any Rating Agency, otherwise acceptable to
      Fitch, Moody's and S&P 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 has confirmed in writing to the applicable Master
      Servicer, Special Servicer or Certificate 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 either Trust 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).

            "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 Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans, serviced by the
applicable Master Servicer 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 applicable Master 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 applicable Master
Servicer or the Special Servicer (without regard to any Prepayment Premium,
Yield Maintenance Charge or Excess Interest actually collected).

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan serviced by the applicable Master Servicer 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 applicable Master
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, Liquidation
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, Yield
Maintenance Charge or Excess Interest 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 Certificate 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 Certificate Administrator in its
reasonable discretion) as may be in effect from time to time. The Certificate
Administrator shall notify in writing each Master Servicer and the Special
Servicer with regard to any determination of the Prime Rate in accordance with
the parenthetical in the preceding sentence.

            "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 on the related Due Date
      (if received during the related Collection Period or advanced);

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

            (c) the Stated Principal Balance of each Mortgage Loan 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 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 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 received in
      the related Collection Period; and

            (g) any other full or partial recoveries in respect of principal of
      Mortgage Loans, 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 applicable 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 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 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 or, with respect to Property Advances, the
Serviced Whole Loans, are subsequently recovered on the related Mortgage Loan
or, with respect to Property Advances, the Serviced Whole Loan, 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 XS,
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 and Class S 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 November 21, 2007, pursuant to which the Class XS, 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 S, Class T, Class R and Class LR 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 Certificate Administrator in the form attached hereto
as Exhibit L (which form may be provided by the Certificate Administrator upon
request), a certification that such person is a Certificateholder, a Certificate
Owner of a Certificate or a prospective purchaser of a Certificate.

            "Prohibited Party": Any proposed Servicing Function Participant (i)
that is listed on the Depositor's Do Not Hire List or (ii) for which either
Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee that seeks to retain such Servicing Function Participant has actual
knowledge obtained by written notice or through actual experience that such
party at any point prior to such hiring, assignment or transfer failed to comply
with the Servicing Function Participant's obligations under Regulation AB with
respect to any other securitization.

            "Property Advance": As to any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan, any advance made by the
applicable Master 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 applicable Master 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 a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any costs
and expenses incurred by the applicable Master Servicer or the Special Servicer
pursuant to Sections 3.04, 3.08(a), 3.10, 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 November 21, 2007, as
supplemented by the Prospectus Supplement dated November 21, 2007, relating to
the offering of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA, Class B and
Class C Certificates.

            "PTCE": Prohibited Transaction Class Exemption.

            "Publicly Offered Certificates": Each of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates.

            "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 "A" or better
by Fitch and an insurance financial strength rating of "A-" or better by S&P and
"A3" or better by Moody's 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 "A" by Fitch (or if such company is not rated by Fitch, is
rated at least A:IX by A.M. Best's Key Rating Guide), "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, a 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 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 Certificate Administrator and 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 either 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 Pass-Through Rate) of any Class of Sequential Pay
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 Certificate Administrator and the Trustee.

            "Rated Final Distribution Date": The Distribution Date in
November 2044.

            "Rating Agency": means any of Fitch, Moody's and S&P; provided, that
with respect to any matter affecting any Non-Serviced Mortgage Loan or any
Serviced Whole Loan with a Serviced Companion Loan, "Rating Agency" shall also
refer to any rating agency rating Serviced Companion Loan Securities or
securities related to such Non-Serviced Mortgage Loan.

            "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 Sequential Pay
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 applicable Master Servicer or the Trustee from general collections
of principal on the Mortgage Loans 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).

            "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 December 2007, the Record Date will be the Closing Date.

            "Regular Certificates": The Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ,
Class A-JA, 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 and Class S
Certificates.

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation D": Regulation D under the Act.

            "Regulation S": Regulation S under the Act.

            "Regulation S Global Certificate": Each of the Class XS, 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 and Class S 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).

            "Relevant Servicing Criteria": The Servicing Criteria applicable to
each Reporting Servicer (as set forth, with respect to each Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee, on Schedule II
attached hereto). For clarification purposes, multiple Reporting Servicers can
have responsibility for the same Relevant Servicing Criteria and some of the
Servicing Criteria will not be applicable to certain Reporting Servicers. With
respect to a Servicing Function Participant engaged by the Trustee, the
Certificate Administrator, either Master Servicer or the Special Servicer, the
term "Relevant Servicing Criteria" refers to the items of the Relevant Servicing
Criteria applicable to the Trustee, the Certificate Administrator, the
applicable Master Servicer or the Special Servicer that engaged such Servicing
Function Participant that are applicable to such Servicing Function Participant
based on the functions it has been engaged to perform.

            "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 Serviced 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
      Serviced 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 Serviced REO Property if any Person Directly Operates such
      Serviced 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
      Serviced 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
      Serviced 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, 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 Serviced REO Property and the
related Serviced REO Loan, all revenues received by the Special Servicer with
respect to such Serviced REO Property or Serviced REO Loan which do not
constitute Liquidation Proceeds.

            "REO Property": A Mortgaged Property 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, or in the case of a
Non-Serviced Mortgage Loan, the Trust Fund's beneficial interest in the
Mortgaged Property acquired by the related Other Trustee pursuant to the related
Other Pooling Agreement.

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

            "Reportable Event": As defined in Section 10.09.

            "Reporting Servicer": Each Master Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of
any Mortgage Loan), the Certificate Administrator, the Trustee and each
Servicing Function Participant.

            "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 Serviced REO Loan to be sold pursuant to Section 3.18, an
amount, calculated by the applicable Master 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, but excluding any yield maintenance or
      other prepayment penalty; plus

            (c) all related unreimbursed Property Advances plus accrued and
      unpaid interest on related Advances at the Advance Rate, and Special
      Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in
      the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the
      related Other Servicer, the related Other Special Servicer or the related
      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 applicable Master Servicer, the Special Servicer,
      the Depositor, the Certificate 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 any
      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 each Master Servicer, the Special
      Servicer, the Certificate Administrator or the Trustee.

            For purposes of this Agreement, (i) the "Repurchase Price" in
respect of a Serviced 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) with respect to a sale of an REO Property securing a Serviced Whole Loan,
the term Mortgage Loan or REO Loan shall be construed to include any related
Companion Loans.

            "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 (other than a
Non-Serviced 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 applicable Master Servicer shall be permitted to make
withdrawals therefrom for deposit into the related Cash Collateral Account, if
applicable, or its Collection Account or for the purposes set forth under the
related Mortgage Loan or Serviced Whole Loan.

            "Residual Certificates": The Class R and Class LR Certificates,
collectively.

            "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 applicable Master Servicer or
      the 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 applicable Master 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 applicable Master 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": (a) When used with respect to the Trustee,
any officer of the Trustee assigned to the Corporate Trust Office of the Trustee
and (b) when used with respect to the Certificate Administrator, any officer of
the Certificate Administrator assigned to the Corporate Trust Office of the
Certificate Administrator; in each case, 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 applicable Master Servicer by the Trustee and the
Certificate 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 XS, 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 and Class S 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.

            "Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

            "Sarbanes-Oxley Certification": As defined in Section 10.08.

            "Seattle Space Needle Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of November 7, 2007 by and
among Citigroup Global Markets Realty Corp., as initial Note A1 Lender and
initial Note A2 Lender, as from time to time amended, supplemented or modified.

            "Seattle Space Needle Major Action": Any of the actions described in
clauses (i) through (xiv) of Section 3.02(a) of the Seattle Space Needle
Intercreditor Agreement.

            "Seattle Space Needle Mortgage Loan": As defined in the preliminary
statement.

            "Seattle Space Needle Pari Passu Loan": As defined in the
preliminary statement.

            "Seattle Space Needle Whole Loan": As defined in the preliminary
statement.

            "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.

            "Sequential Pay Certificate": The Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class AM, Class A-MA, Class AJ, Class A-JA,
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 and Class S Certificates.

            "Serviced B Loan": The Lincoln Square B Loan.

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

            "Serviced Companion Loan": Each of the Lincoln Square Companion
Loans, the CGM RRI Hotel Portfolio Pari Passu Loans and the Seattle Space Needle
Pari Passu Loan, as applicable and as the context may require.

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

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

            "Serviced Companion Loan Securities": For so long as the Mortgage
Loan related thereto or any successor Serviced 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": With respect to any
Serviced Pari Passu Companion 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.

            "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 Mortgage Loan (including the Serviced
Whole Loans) other than the Non-Serviced Mortgage Loans, as applicable and as
the context may require.

            "Serviced Pari Passu Companion Loan": The Lincoln Square Pari Passu
Loan, the CGM RRI Hotel Portfolio Pari Passu Loans and the Seattle Space Needle
Pari Passu Loan, as applicable and as the context may require.

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

            "Serviced REO Loan": Any REO Loan that is serviced by the Special
Servicer pursuant to this Agreement.

            "Serviced REO Property": Any REO Property that is serviced by the
Special Servicer pursuant to this Agreement.

            "Serviced Whole Loan": Each of the Lincoln Square Whole Loan, the
CGM RRI Hotel Portfolio Whole Loan and the Seattle Space Needle Whole Loan, as
applicable and as the context may require.

            "Serviced Whole Loan Collection Account": With respect to each
Serviced Whole Loan, the separate account or sub-account created and maintained
by each Master Servicer pursuant to Section 3.05(i) on behalf of the
Certificateholders and the related Serviced Companion Loan Noteholders, which
shall be entitled (i) in the case of Capmark, "Capmark Finance Inc., as Master
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, CD 2007-CD5
Commercial Mortgage Pass-Through Certificates, Serviced Whole Loan Collection
Account" and (ii) in the case of Wachovia, "Wachovia Bank, National Association,
as Master 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, CD 2007-CD5
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 applicable Master Servicer on behalf of the Trust
Fund (in respect of amounts reimbursable therefrom) and, the related Serviced
Companion Loan Noteholders. Any such account or sub-account shall be an Eligible
Account.

            "Serviced Whole Loan Remittance Amount": For each distribution date
that a Master Servicer is required to make a distribution to a Serviced
Companion Loan Noteholder pursuant to Section 3.05(j) and with respect to each
Serviced Whole Loan and related Mortgaged Property (if it becomes a Serviced REO
Property), any amount received by such Master Servicer (or, with respect to a
Serviced REO Property, the Special Servicer) during the related Collection
Period that is payable to the Serviced Companion Loan Noteholder pursuant to the
related Co-Lender Agreement or to be remitted to the Collection Account.

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

            "Serviced Whole Loan Special Servicer": Any Person responsible for
performing the duties of Special Servicer hereunder with respect to a Serviced
Whole Loan or any related REO Property.

            "Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets of the Trust
by an entity that meets the definition of "servicer" set forth in Item 1101 of
Regulation AB and is referenced in the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the
commercial mortgage-backed securities market.

            "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 each Master Servicer under this
Agreement for such period.

            "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time.

            "Servicing Fee": With respect to each Mortgage Loan or Serviced Pari
Passu 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 Pari Passu
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 Pari Passu 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, unless otherwise agreed upon
with the holder of the related B Loan, no Servicing Fee shall accrue or be
payable on the principal balance thereof. The Servicing Fee shall be calculated
in accordance with the provisions of Section 1.02(a).

            "Servicing Fee Rate": With respect to each Mortgage Loan or Serviced
Pari Passu Companion Loan, the sum of the Master Servicing Fee Rate, the
Trustee/Certificate Administrator 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 Function Participant": Any Person, other than the Master
Servicers, the Special Servicer, the Certificate Administrator and the Trustee,
that, within the meaning of Item 1122 of Regulation AB, is performing activities
that address the Servicing Criteria, unless such Person's activities relate only
to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or
the applicable Master Servicer has assumed responsibility for the servicing
activity, as provided for under Regulation AB.

            "Servicing Officer": Any officer or employee of the Master Servicers
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 Certificate Administrator and the Trustee by such
Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.

            "Servicing Standard": Either the Capmark Servicing Standard or the
Wachovia/Special Servicer Servicing Standard, as the context may require.

            "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 applicable Master Servicer by the Special Servicer.

            "Sole Certificateholder": Any Holder (or Holders, provided they act
in unanimity) holding 100% of the then outstanding Class XS, 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 and Class S 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates have been reduced to
zero.

            "Special Servicer": LNR Partners, 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 a
Master Servicer is also the Special Servicer hereunder, and such Master Servicer
is terminated or resigns as a Master Servicer hereunder, that Master 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 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 Serviced 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 Loan as of
the Due Date (without giving effect to all payments of principal on such
Specially Serviced Loan or Serviced 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 an event described in clauses (i)-(vii) under the
definition of Liquidation Proceeds shall occur with respect to any such
Specially Serviced Loan or Serviced 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 applicable Master Servicer or Special
      Servicer (with the consent of the Controlling Class Representative in the
      case of a determination by the Special Servicer) 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 holder of the related Serviced Companion Loan 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 the 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 applicable Master 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 such Master 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 applicable Master 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 clauses (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.

            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 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.

            The right of the holder of the related Serviced B Loan to cure an
event of default under the Lincoln Square Intercreditor Agreement, is subject to
the limitations set forth in such Co-Lender Agreement. Any such cure deposit by
the holder of the applicable Serviced B Loan shall be treated as an "outside
reserve fund" for purposes of the REMIC Provisions, and the holder of such
Serviced B Loan shall be treated as the beneficial owner thereof or of any
reimbursement from the Trust Fund, and shall be taxable on any reinvestment
income thereon.

            "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 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
related 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 Loan, 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 applicable Master Servicer or
Special Servicer has made a Final Recovery Determination is zero.

            "Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
applicable Master Servicer or a Servicing Function Participant.

            "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).

            "Sub-Servicer": Any Person engaged by either Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Mortgage Loans
or REO Loans.

            "Sub-Servicing Agreement": The written contract between either
Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage
Loans as provided in Section 3.01(c).

            "Sub-Servicing Entity": As defined in Section 7.01(a)(ix).

            "SunTrust": SunTrust Bank, a Georgia banking corporation, in its
capacity as Mortgage Loan Seller, and its successors.

            "SunTrust Indemnification Agreement": The agreement dated as of
November 20, 2007 from SunTrust to the Depositor and the Underwriters.

            "SunTrust Mortgage Loans": Each Mortgage Loan transferred and
assigned to the Depositor pursuant to the SunTrust Purchase Agreement.

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

            "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 Certificate 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 Certificate Administrator
on behalf of the Class T 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.

            "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": A Person performing an Appraisal.

            "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 (in each case, to the extent of the
Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein): (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; (iv) all revenues received in respect of any REO Property; (v) any
Assignments of Leases, Rents and Profits and any security agreements; (vi) any
indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts, and Reserve Accounts; (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account,
the Interest Reserve Account, any REO Account, 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; (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; (xiii) the Interest Deposit Amount and (xiv) 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 any 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/Certificate Administrator Fee": With respect to each
Mortgage Loan and for any Distribution Date, an amount per Interest Accrual
Period equal to the product of (i) the Trustee/Certificate Administrator 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). The
Trustee/Certificate Administrator Fee shall be calculated in accordance with the
provisions of Section 1.02(a).

            "Trustee/Certificate Administrator Fee Rate": A rate equal to
0.00070% per annum.

            "Underwriters": Deutsche Bank Securities Inc., Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC and SunTrust Robinson
Humphrey, Inc. 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 Serviced 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 applicable Master Servicer (but excluding Prepayment Premiums or Yield
Maintenance Charges, if any) during such Collection Period.

            "Updated Appraisal": An Appraisal of a Mortgaged Property or
Serviced 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 applicable Master 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 Independent 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 non-interest
bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(h), which shall be entitled "Deutsche
Bank Trust Company Americas, as Certificate Administrator, for the benefit of
Wells Fargo Bank, N.A., as Trustee, in trust for the Holders of Deutsche
Mortgage & Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage
Pass-Through Certificates, Upper-Tier Distribution Account" and which must be an
Eligible Account or a sub-account of an Eligible Account. The Upper-Tier
Distribution Account shall be an asset of the Upper-Tier REMIC.

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

            "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).

            "USFS Industrial Distribution Portfolio Intercreditor Agreement":
With respect to the USFS Industrial Distribution Portfolio Mortgage Loan and the
USFS Industrial Distribution Portfolio Pari Passu Loans, that certain
intercreditor agreement, dated as of August 14, 2007, by and among German
American Capital Corporation, as the initial holder of the USFS Industrial
Distribution Portfolio Pari Passu Note A-1, Goldman, Sachs & Company, as the
initial holder of the USFS Industrial Distribution Portfolio Pari Passu Note
A-2, J.P. Morgan Chase Bank, N.A., as the initial holder of the USFS Industrial
Distribution Portfolio Pari Passu Note A-3, Citigroup Global Markets Realty
Group, as the initial holder of the USFS Industrial Distribution Portfolio Pari
Passu Note A-4, Morgan Stanley Mortgage Capital Inc,. as the initial holder of
the USFS Industrial Distribution Portfolio Pari Passu Note A-5 and Greenwich
Capital Financial Products, Inc., as the initial holder of the USFS Industrial
Distribution Portfolio Pari Passu Note A-6, as from time to time amended,
supplemented or modified.

            "USFS Industrial Distribution Portfolio Mortgage Loan": As defined
in the preliminary statement herein.

            "USFS Industrial Distribution Portfolio Pari Passu Loans": As
defined in the preliminary statement herein.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-1": The
Note related to the USFS Industrial Distribution Portfolio Whole Loan that is
not included in the Trust, which is pari passu in right of payment to the USFS
Industrial Distribution Portfolio Pari Passu Note A-2, the USFS Industrial
Distribution Portfolio Pari Passu Note A-3, the USFS Industrial Distribution
Portfolio Pari Passu Note A-4, the USFS Industrial Distribution Portfolio Pari
Passu Note A-5 and the USFS Industrial Distribution Portfolio Pari Passu Note
A-6, to the extent set forth in the USFS Industrial Distribution Portfolio
Intercreditor Agreement.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-2": With
respect to the USFS Industrial Distribution Portfolio Mortgage Loan, the related
Note that, together with the USFS Industrial Distribution Portfolio Note A-6, is
included in the Trust Fund.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-3": The
Note related to the USFS Industrial Distribution Portfolio Whole Loan that is
not included in the Trust, which is pari passu in right of payment to the USFS
Industrial Distribution Portfolio Pari Passu Note A-1, the USFS Industrial
Distribution Portfolio Pari Passu Note A-2, the USFS Industrial Distribution
Portfolio Pari Passu Note A-4, the USFS Industrial Distribution Portfolio Pari
Passu Note A-5 and the USFS Industrial Distribution Portfolio Pari Passu Note
A-6, to the extent set forth in the USFS Industrial Distribution Portfolio
Intercreditor Agreement.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-4": The
Note related to the USFS Industrial Distribution Portfolio Whole Loan that is
not included in the Trust, which is pari passu in right of payment to the USFS
Industrial Distribution Portfolio Pari Passu Note A-1, the USFS Industrial
Distribution Portfolio Pari Passu Note A-2, the USFS Industrial Distribution
Portfolio Pari Passu Note A-3, the USFS Industrial Distribution Portfolio Pari
Passu Note A-5 and the USFS Industrial Distribution Portfolio Pari Passu Note
A-6, to the extent set forth in the USFS Industrial Distribution Portfolio
Intercreditor Agreement.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-5": The
Note related to the USFS Industrial Distribution Portfolio Whole Loan that is
not included in the Trust, which is pari passu in right of payment to the USFS
Industrial Distribution Portfolio Pari Passu Note A-1, the USFS Industrial
Distribution Portfolio Pari Passu Note A-2, the USFS Industrial Distribution
Portfolio Pari Passu Note A-3, the USFS Industrial Distribution Portfolio Pari
Passu Note A-4 and the USFS Industrial Distribution Portfolio Pari Passu Note
A-6, to the extent set forth in the USFS Industrial Distribution Portfolio
Intercreditor Agreement.

            "USFS Industrial Distribution Portfolio Pari Passu Note A-6": With
respect to the USFS Industrial Distribution Portfolio Mortgage Loan, the related
Note that, together with the USFS Industrial Distribution Portfolio Note A-2, is
included in the Trust Fund.

            "USFS Industrial Distribution Portfolio Service Provider": With
respect to each USFS Industrial Distribution Portfolio 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.

            "USFS Industrial Distribution Portfolio Whole Loan": As defined in
the preliminary statement herein.

            "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 Sequential
Pay Certificates in proportion to the Certificate Balances of their
Certificates, (b) 2% to be allocated among the Certificateholders of the Class
XP and Class XS Certificates (allocated to the Class XP and Class XS
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 T,
Class R and Class LR 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.

            "Wachovia": Wachovia Bank, National Association.

            "Wachovia Collection Account": The trust account or accounts created
and maintained by the Wachovia Master Servicer pursuant to Section 3.05(a),
which shall be entitled "Wachovia Bank, National Association, for the benefit of
Wells Fargo Bank, N.A., as Trustee, in trust for Holders of Deutsche Mortgage &
Asset Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through
Certificates, Collection Account" and which must be an Eligible Account.

            "Wachovia Master Servicer": Wachovia, in its capacity as Master
Servicer with respect to all of the Mortgage Loans sold to the Depositor by
German American Capital Corporation and Artesia Mortgage Capital Corporation
(other than the USFS Industrial Distribution Portfolio Mortgage Loan, the 85
Tenth Avenue Mortgage Loan and the Georgian Towers Mortgage Loan), or its
successors.

            "Wachovia/Special Servicing Standard": With respect to (i) the
Wachovia Master Servicer, (ii) any other Master Servicer that is not Capmark or
an affiliate of Capmark and (iii) the Special Servicer, shall mean to diligently
service and administer the applicable Mortgage Loans (other than the
Non-Serviced Mortgage Loans) and the applicable 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 Wachovia Master 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 applicable Mortgage Loans or applicable 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:

            (a) the same manner in which, and with the same care, skill,
      prudence and diligence with which the Wachovia Master 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 timely recovery of all payments of principal and
      interest under the applicable Mortgage Loans or, in the case of defaulted
      Mortgage Loans, the maximization of timely recovery of principal and
      interest on a net present value basis on the applicable Mortgage Loans,
      and the best interests of the Trust and the Certificateholders and, with
      respect to any applicable Serviced Whole Loan, the Certificateholders and
      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 Wachovia Master Servicer or the Special Servicer, as the
      case may be, in its reasonable judgment); and

            (b) the same care, skill, prudence and diligence with which the
      Wachovia Master Servicer or the Special Servicer, as the case may be,
      services and administers commercial and multifamily mortgage loans owned
      by the Wachovia Master Servicer or the Special Servicer, as the case may
      be, with a view to the timely recovery of all payments of principal and
      interest under the applicable Mortgage Loans or, in the case of defaulted
      Mortgage Loans, the maximization of timely recovery of principal and
      interest on a net present value basis on the applicable Mortgage Loans,
      and the best interests of the Trust and the Certificateholders and, with
      respect to any applicable Serviced Whole Loan, the Certificateholders and
      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 Wachovia Master Servicer or the Special Servicer, as the
      case may be, in its reasonable judgment),

but without regard to (a) any relationship that the Wachovia Master Servicer or
the Special Servicer, as the case may be, or any Affiliate of the Wachovia
Master 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 Wachovia Master Servicer or the Special
Servicer, as the case may be, or any Affiliate of the Wachovia Master Servicer
or the Special Servicer; (c) the Wachovia Master Servicer's obligation to make
Advances; (d) the Wachovia Master 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
Wachovia Master Servicer or the Special Servicer or any Affiliate of the
Wachovia Master Servicer or the Special Servicer, as applicable; (f) any debt
that the Wachovia Master Servicer or the Special Servicer or any Affiliate of
the Wachovia Master Servicer or the Special Servicer, as applicable, has
extended to any Borrower or an Affiliate of any Borrower (including, without
limitation, any mezzanine financing); and (g) any obligation of the Wachovia
Master Servicer or any Affiliate thereof, to repurchase or substitute for a
Mortgage Loan as Mortgage Loan Seller.

            "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 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 as of the immediately
preceding Distribution Date.

            "Whole Loan": Each of the 85 Tenth Avenue Whole Loan, the Charles
River Plaza North Whole Loan, the Georgian Towers Whole Loan, Lincoln Square
Whole Loan, Seattle Space Needle Whole Loan and the USFS Industrial Distribution
Portfolio Whole Loan, as the context may require and as applicable.

            "WHFIT": "Widely Held Fixed Investment Trust" as that term is
defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

            "WHFIT Regulations": Treasury Regulations Section 1.671-5, as
amended.

            "Withheld Amount": With respect to 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 in either case 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 each Mortgage Loan that does not accrue interest on the basis of a
360-day year of 12 30-day months 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 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, 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 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.

            (b) Any Mortgage Loan or Serviced Whole Loan payment is deemed to be
      received on the date such payment is actually received by the applicable
      Master Servicer or the Certificate Administrator; provided, however, that
      for purposes of calculating distributions on the Certificates, Principal
      Prepayments with respect to any Mortgage Loan or 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 applicable Master Servicer, the Special Servicer, the
      Certificate Administrator, the Trustee or the Paying Agent, as applicable,
      primarily to the administration of the Trust Fund, either Trust 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 (after
      provision for amounts to be applied to the payment of, or to be reimbursed
      to the applicable Master Servicer, the Special Servicer, the Certificate
      Administrator or the Trustee for the reimbursement of any outstanding
      unreimbursed Advances on such Mortgage Loan or Serviced Whole Loan and
      interest thereon) 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"; 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 applicable 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 second 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
      applicable Master Servicer or the Special Servicer for the payment of, the
      costs of operating, managing, selling, leasing and maintaining the related
      Serviced REO Property) shall (after provision for amounts to be applied to
      the payment of, or to be reimbursed (1) to the applicable Master Servicer
      or the Special Servicer for the payment of, the costs of operating,
      managing and maintaining the related Serviced REO Property and (2) to the
      applicable Master Servicer, the Special Servicer or the Trustee for the
      reimbursement of any outstanding unreimbursed Advances on such REO Loan
      (and predecessor Loan) and interest thereon) 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 applicable 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA, Class AJ, Class A-JA,
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 and Class S Certificates.
For such purposes, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
and Class A-1A Certificates collectively shall be considered to be one Class,
the Class AM and Class A-MA Certificates collectively shall be considered to be
one Class and the Class AJ and Class A-JA Certificates collectively shall be
considered to be one Class. For purposes of this Agreement, each Class of
Certificates (other than the 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 T, 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 XP and
Class XS Certificates shall be deemed to be outstanding until their respective
Notional Balances have been reduced to zero.

            Notwithstanding anything to the contrary contained herein, for
purposes of this Agreement, each reference to any action by the Master Servicers
or Special Servicer that is subject to the consent or approval of the Directing
Certificateholder or the Controlling Class Representative shall in each case be
further subject to the determination by the applicable Master Servicer or
Special Servicer that taking or refraining from taking the action as proposed by
the Directing Certificateholder or Controlling Class Representative, or not
taking such action as proposed by the applicable Master Servicer or Special
Servicer if the Directing Certificateholder or Controlling Class Representative
fails to grant its consent or approval to any action proposed to be taken by the
applicable Master Servicer or Special Servicer, in each case, is consistent with
the applicable Servicing Standard. In each case, (a) if the response by the
Directing Certificateholder or Controlling Class Representative hereunder is
inconsistent with the applicable Servicing Standard, the applicable Master
Servicer or the Special Servicer shall take such action as is consistent with
the applicable Servicing Standard, and (b) if the applicable Master Servicer or
Special Servicer determines that immediate action is necessary to protect the
interests of the Certificateholder and any related Companion Loan Noteholder (as
a collective whole), it may take such action without waiting for a response from
the Directing Certificateholder or Controlling Class Representative.

                                   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 "CD 2007-CD5
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. With respect to certain of the Mortgage Loans, in connection with
such transfer and assignment, the Depositor shall make a cash deposit to the
Distribution Account of the Certificate Administrator in an amount equal to the
Interest Deposit Amount for each applicable Mortgage Loan. 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 representations, warranties and covenants in favor of the
Depositor set forth in clauses (viii) and (ix) of Section 4(b) of each Mortgage
Loan Purchase Agreement and the Depositor's rights and remedies with respect to
a breach thereof, and excluding the Depositor's rights and remedies under the
Indemnification Agreements) 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 applicable Master 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
applicable Master 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 (x),
(xix) and (xx) shall be delivered only to the applicable Master 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 CD 2007-CD5 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); provided, if the related Mortgage has been
      recorded in the name of MERS or its designee, no assignment of Mortgage in
      favor of the Trustee will be required to be recorded or delivered and
      instead, the Mortgage Loan Seller shall take all actions as are necessary
      to cause the Trustee, on behalf of the Certificateholders, to be shown as
      (and the Trustee shall take all necessary actions to confirm that it is
      shown as) the owner of the related Mortgage Loan on the records of MERS
      for purposes of the system of recording transfers of beneficial ownership
      of mortgages maintained by MERS;

            (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; provided, if the related security agreement has been recorded
      in the name of MERS or its designee, no assignment of security agreement
      in favor of the Trustee will be required to be recorded or delivered and
      instead, the Mortgage Loan Seller shall take all actions as are necessary
      to cause the Trustee, on behalf of the Certificateholders, to be shown as
      (and the Trustee shall take all necessary actions to confirm that it is
      shown as) the owner of the related assignment of security agreement on the
      records of MERS for purposes of the system of recording transfers of
      beneficial ownership of security agreements maintained by MERS;

            (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; provided,
      if the related UCC financing statement has been recorded in the name of
      MERS or its designee, no UCC financing statement in favor of the Trustee
      will be required to be recorded or delivered and instead, the Mortgage
      Loan Seller shall take all actions as are necessary to cause the Trustee,
      on behalf of the Certificateholders, to be shown as (and the Trustee shall
      take all necessary actions to confirm that it is shown as) the owner of
      the related UCC Financing Statement on the records of MERS for purposes of
      the system of recording transfers of beneficial ownership of UCC financing
      statements maintained by MERS provided, further, other evidence of filing
      or recording reasonably acceptable to the Trustee may be delivered in lieu
      of delivering such UCC financing statements including, without limitation,
      evidence of such filed or recorded UCC Financing Statement as shown on a
      written UCC search report from a reputable search firm, such as
      CSC/LexisNexis Document Solutions, Corporation Service Company, CT
      Corporation System and the like or printouts of on-line confirmations from
      such UCC filing or recording offices or authorized agents thereof;

            (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; provided, if the related Assignment of
      Leases, Rents and Profits has been recorded in the name of MERS or its
      designee, no Assignment of Leases, Rents and Profits in favor of the
      Trustee will be required to be recorded or delivered and instead, the
      Mortgage Loan Seller shall take all actions as are necessary to cause the
      Trustee, on behalf of the Certificateholders, to be shown as (and the
      Trustee shall take all necessary actions to confirm that it is shown as)
      the owner of the related Assignment of Leases, Rents and Profits on the
      records of MERS for purposes of the system of recording transfers of
      beneficial ownership of assignment of leases, rents and profits maintained
      by MERS;

            (ix) the original or copy of any environmental indemnity agreements
      and copies of any 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 Properties;

            (xi) if the Borrower has a leasehold interest in the related
      Mortgaged Property, the original ground lease and any related lessor
      estoppel 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 Other Pooling and Servicing
      Agreement, if applicable;

            (xviii) with respect to 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
      applicable Master Servicer pursuant to Section 2.01(c)) of any letter of
      credit held by the lender as beneficiary or assigned as security for such
      Mortgage Loan; and

            (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 applicable
      Master Servicer pursuant to Section 2.01(c)) which entitles such Master
      Servicer on behalf of the Trust to draw thereon.

            With respect to the Serviced Whole Loans, except for the Note
referred to in clause (i)(B) 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 clauses (i) through (xx) of
Section 2.01(a) 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.

            With respect to the Mortgage Loans (other than the Artesia Mortgage
Loans and the SunTrust Mortgage Loans), on or prior to the Closing Date, each
Mortgage Loan Seller (other than Artesia and SunTrust) 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 (other than Artesia and SunTrust) 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 (other
than Artesia and SunTrust) 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) of the
immediately preceding sentence and 60 days following the receipt of the
applicable documents in the case of clauses 1(b) and 2 of the immediately
preceding sentence) for recording or filing, as the case may be, in the
appropriate public recording or filing office, each such document. With respect
to the Artesia Mortgage Loans and the SunTrust Mortgage Loans, on or promptly
following the Closing Date, the Trustee shall, for a fee paid to the Trustee by
Artesia and SunTrust on the Closing Date as to each Artesia Mortgage Loan and
SunTrust Mortgage Loan, as applicable, 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) 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) 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. The Trustee shall promptly prepare and submit (and in no
event later than 60 Business Days following the receipt of the related documents
in the case of clause 1(a) of the immediately preceding sentence and 60 days
following the receipt of the applicable documents in the case of clauses 1(b)
and 2 of the immediately preceding sentence) for recording or filing, as the
case may be, in the appropriate public recording or filing office, each such
document in respect of the Artesia Mortgage Loans and SunTrust Mortgage Loans.
Each such document shall reflect that the recorded original should be returned
by the public recording office to the Trustee or its designee following
recording, and each such document shall reflect that the file copy thereof
should be returned to the Trustee or its designee following filing; provided
that in those instances where the public recording office retains the original
Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and
Profits, the Trustee shall obtain therefrom a certified copy of the recorded
original, at the expense of the Depositor. In the event that any such document
in respect of any Mortgage Loan 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 (in the case of the Mortgage Loans other than the Artesia Mortgage Loans
and the SunTrust Mortgage Loans) or the Trustee (in the case of the Artesia
Mortgage Loans and the SunTrust Mortgage Loans) will cause each such document to
be duly recorded or filed. Each Mortgage Loan Seller (in the case of the
Mortgage Loans other than the Artesia Mortgage Loans and the SunTrust Mortgage
Loans) or the Trustee (in the case of the Artesia Mortgage Loans and the
SunTrust Mortgage Loans) 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 the recorded original
of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of
Leases, Rents and Profits, if applicable. 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
applicable Master 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 applicable Master 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 a copy of the Note
evidencing each related Serviced Companion Loan, the original or a copy of the
related Mortgage, the original or a copy of the title policy for each Mortgage
Loan, a copy of the related ground lease, if applicable, for each Mortgage Loan
and an original (or copy, if the original is held by the related Master Servicer
pursuant to Section 2.01(c)) of any letters of credit held by the lender as
beneficiary or assigned as security for the Mortgage 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 applicable Master 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.

            If the applicable Mortgage Loan Seller or the Depositor cannot
deliver, or cause to be delivered, as to any Mortgage Loan (except for any
Mortgage which has been recorded in the name of MERS or its designee), 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 applicable Master 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 applicable Master 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
applicable Master Servicer) required in order for such Master 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 applicable
Master 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 such Master Servicer and immediately
remitting such funds (or causing such funds to be remitted) to such Master
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 Trustee hereby certifies to each of the Controlling Class
Representative, the Depositor, the Certificate Administrator, each Master
Servicer, the Special Servicer and each Mortgage Loan Seller that except as
identified in the Trustee's closing date certification, which shall be delivered
no later than two Business Days after the Closing Date, and which is attached
hereto as Exhibit T-1, each of the Note, a copy of the Mortgage (whether or not
such Mortgage has been recorded), a copy of any related ground leases, the
originals of any related letters of credit (or a copy, if the original is held
by the applicable Master Servicer), 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) and with respect to hospitality properties, a copy
of the franchise agreement, if any, an original copy of the comfort letter and
any transfer documents with respect to such comfort letter, for each Mortgage
Loan so assigned, with copies to each Master Servicer are in its possession;
provided that the Trustee's certification with respect to the Non-Serviced
Mortgage Loans shall only include documents specified in clause (i) of the
definition of "Mortgage File." With respect to the schedule of exceptions
described in the preceding sentence, within thirty (30) calendar days of the
Closing Date, the related Mortgage Loan Seller shall cure any such exception
listed therein. If such exception is not so cured, the related Mortgage Loan
Seller shall be obligated to repurchase such Mortgage Loan in the manner set
forth in Section 2.03(d).

            The Custodian agrees to review each Mortgage File within 90 days
after the later of the Closing Date or actual receipt, and will certify in, the
form attached hereto as Exhibit T-2, 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 applicable Master Servicer and the documents referred to in
clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) and the assignments of
financing statements referred to in clause (xiii) 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 (xx), 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 S) the Trustee, the Controlling Class Representative, the Depositor, the
Certificate Administrator, the applicable Master 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 Master Servicers, the
Special Servicer, the Certificate 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 Master 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 applicable Master 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 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 applicable Master 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 and
the Controlling Class Representative. 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 clauses (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, any Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Custodian 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
applicable Master Servicer for deposit into its 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's closing date certification delivered
pursuant to the first sentence of the second paragraph of Section 2.02 stated
the Trustee was not in possession of such document on the Closing Date the
related Mortgage Loan Seller shall have 30 days to cure such Material Defect;
provided, further, that with respect to any Material Defect arising from a
missing document as to which the Trustee inadvertently certified its possession
of such document (x) as of the Closing Date, in the form of Exhibit T-1 or (y)
no later than 45 days following the Closing Date, in the form of Exhibit T-2,
the related Mortgage Loan Seller shall have 30 days from its receipt of notice
from the Trustee of such error to cure the Material Defect relating to the
missing document; provided, further, that if (i) such Material Defect or
Material Breach is capable of being cured but not within the Initial Resolution
Period or, with respect to the immediately preceding proviso, the time period
set forth therein, (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 or, with respect to the immediately
preceding proviso, the time period set forth therein, 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 applicable
Master 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 applicable Master Servicer or the
Special Servicer, as applicable, of a trust receipt and (ii) to the Trustee by
the applicable Master Servicer or the Special Servicer, as applicable, of a
Request for Release and an acknowledgement by such Master 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 applicable Master 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 applicable
Servicing Standard. The Trustee, the applicable Master 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 applicable 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.

            So long as document exceptions are outstanding, on each anniversary
of the Closing Date, the Custodian shall prepare and forward to the Depositor,
the Trustee, the Certificate Administrator, the applicable Master Servicer, the
Special Servicer, the Controlling Class Representative (as identified to the
Custodian by the Certificate 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 Trustee.

            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 applicable Master
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 applicable Master Servicer
and remitted by such Master 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 applicable Master 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
applicable Master 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 applicable 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 Certificate
Administrator and the applicable Master 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 applicable Master 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 Special Servicer 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 Master
Servicers, the Special Servicer, the Certificate Administrator and the Trustee.
(a) Each Master Servicer, as Master Servicer, hereby represents and warrants
with respect to itself to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Certificate Administrator, the
Special Servicer and the Serviced Companion Loan Noteholders, as of the Closing
Date, that:

            (i) Such Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of the State of California
      (with respect to the Capmark Master Servicer) or a national banking
      association duly organized, validly existing and in good standing under
      the laws of the United States of America (with respect to the Wachovia
      Master Servicer), and such Master Servicer is in compliance with the laws
      of each state (within the United States of America) in which any related
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by such Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Master Servicer, do not (A) violate such Master
      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 such Master 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 such Master Servicer
      to perform its obligations under this Agreement or its financial
      condition;

            (iii) Such Master 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 Paying Agent, the Certificate Administrator,
      the Special Servicer and the Depositor, constitutes a valid, legal and
      binding obligation of such Master Servicer, enforceable against such
      Master 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) Such Master 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
      such Master Servicer's reasonable judgment is likely to materially and
      adversely affect the financial condition or operations of such Master
      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 such Master
      Servicer's knowledge, threatened against such Master Servicer which would
      prohibit such Master Servicer from entering into this Agreement or, in
      such Master Servicer's good faith and reasonable judgment is likely to
      materially and adversely affect either the ability of such Master Servicer
      to perform its obligations under this Agreement or the financial condition
      of such Master 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 such Master Servicer, or compliance by such Master Servicer
      with, this Agreement or the consummation of the transactions of such
      Master 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 such
      Master Servicer to perform its obligations hereunder;

            (viii) Each officer and employee of such Master 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 Depositor, the Certificate Administrator,
each Master 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 related 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 articles of organization or operating agreement 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 Certificate Administrator, each Master
      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 Depositor, the Certificate Administrator, the Serviced Companion
Loan Noteholders and the Master Servicers or Special Servicer, as the case may
be. Upon discovery by the Depositor, the Certificate Administrator, either
Master 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 Certificate
Administrator, the applicable Master 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 Depositor,
each Master 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 Certificate Administrator hereby represents and warrants to
the Depositor, the Trustee, each Master Servicer, the Special Servicer and the
Serviced Companion Loan Noteholders as of the Closing Date, that:

            (i) The Certificate Administrator is a New York banking corporation
      duly organized, validly existing, and in good standing under the laws of
      the State of New York 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 Certificate Administrator and, assuming due authorization,
      execution and delivery by the other parties hereto, constitutes a legal,
      valid and binding instrument enforceable against the Certificate
      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
      Certificate Administrator nor the consummation by the Certificate
      Administrator of the transactions herein contemplated to be performed by
      the Certificate Administrator, nor compliance by the Certificate
      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 Certificate Administrator or its properties or the
      organizational documents of the Certificate Administrator or the terms of
      any material agreement, instrument or indenture to which the Certificate
      Administrator is a party or by which it is bound.

            (iv) The Certificate Administrator is not in violation of, and the
      execution and delivery of this Agreement by the Certificate 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 Certificate 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 Certificate 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 Certificate
      Administrator of or compliance by the Certificate 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 Holders of the Certificates (other than the Class T
Certificates); (ii) acknowledges the issuance of the Lower-Tier Regular
Interests and the Class LR Certificates 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 T and Class LR Certificates); (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, the
Class LR Certificates and Class R 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, together with the Class T Certificates issued below, evidence
ownership of the entire Trust Fund.

            The Trustee hereby (i) acknowledges the assignment to it of the
Excess Interest and, concurrently with such assignment, (ii) acknowledges that
it holds and will hold the same in trust on behalf of the Holders of the Class T
Certificates and (iii) has caused to be executed and authenticated and delivered
to, or on the order of the Depositor, or as directed by the terms of this
Agreement, the Class T Certificates in authorized denominations, in each case
registered in the name set forth in such order or as so directed in this
Agreement and duly authenticated by the Authenticating Agent, which Class T
Certificates evidence ownership of the Class T 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 is hereby designated as
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 (i) the Lower-Tier Regular Interests and the Regular
Certificates (other than the Class XP Certificates) for purposes of Section
860G(a)(l) of the Code is the Rated Final Distribution Date and (ii) the Class
XP Certificates is the Distribution Date in November 2014.

            (b) None of the Depositor, the Trustee, the Certificate
Administrator, the Master Servicers 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 Class T Grantor Trust, consisting of the right
to any Excess Interest and amounts held from time to time in the Class T Grantor
Trust Distribution Account, shall be held by the Trustee for the benefit of the
Holders of the Class T Certificates, which Class T 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 Each Master Servicer to Act as a Master Servicer;
Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans and the Serviced Companion Loans. (a) The Capmark Master Servicer (with
respect to the Citigroup Mortgage Loans, CWCapital Mortgage Loans and SunTrust
Mortgage Loans (other than the Charles River Plaza North Mortgage Loan)), the
Wachovia Master Servicer (with respect to the GACC Mortgage Loans and Artesia
Mortgage Loans (other than the USFS Industrial Distribution Portfolio Mortgage
Loan, the 85 Tenth Avenue Mortgage Loan and the Georgian Towers Mortgage Loan))
and the Special Servicer, each as an independent contractor servicer, shall
service and administer the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and the Serviced Companion 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 applicable 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.

            Each Master Servicer's or Special Servicer's liability for actions
and omissions in its capacity as Master 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 applicable Master 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 such Master Servicer or Special Servicer of the
collectibility of the Mortgage Loans and the Serviced Companion Loans. Subject
only to the applicable Servicing Standard, the applicable Master 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
sub-servicing 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 applicable 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 and the Trustee 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 and the Mortgaged Properties. Notwithstanding the foregoing, neither the
applicable Master 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,
3.32, 3.33, 3.34 and 3.35 hereof. The applicable Master Servicer and Special
Servicer shall provide to the Borrowers related to the Mortgage Loans that it is
servicing any reports required to be provided to them 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 applicable
Master Servicer and Special Servicer any powers of attorney and other documents
prepared by such Master Servicer and Special Servicer and necessary or
appropriate (as certified in such written request) to enable such Master
Servicer and Special Servicer to carry out their servicing and administrative
duties hereunder. The Trustee shall not be held liable for any misuse of any
such power of attorney by the Master Servicers and Special Servicer.
Notwithstanding anything contained herein to the contrary, none of the Master
Servicers or the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating such Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

            (b) Unless otherwise provided in the related Note or related
      Co-Lender Agreement, the applicable Master 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 applicable Master Servicer shall apply any
      amounts received on U.S. Treasury obligations 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 Master 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) if such Sub-Servicer (other than a Subcontractor
      or vendor retained by the Wachovia Master Servicer) is a Servicing
      Function Participant or an Additional Servicer, any such agreement
      provides that (x) the failure of such Sub-Servicer to comply with any of
      the requirements under Article X of this Agreement applicable to such
      Sub-Servicer, including the failure to deliver any reports or certificates
      at the time such report or certification is required under Article X and
      (y) the failure of such Sub-Servicer to comply with any requirements to
      deliver any items required by Items 1122 and 1123 of Regulation AB under
      any other pooling and servicing agreement relating to any other series of
      certificates offered by the Depositor shall constitute an event of default
      by such Sub-Servicer upon the occurrence of which the applicable Master
      Servicer shall, subject to Section 10.01 hereof (and the Depositor may)
      immediately terminate the related Sub-Servicer under the related
      Sub-Servicing Agreement, which termination shall be deemed for cause,
      (iii) no Sub-Servicer retained by a Master 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 such Master 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, 3.32, 3.33, 3.34 or 3.35 (as applicable), (iv) such agreement shall
      be consistent with the applicable Servicing Standard and (v) with respect
      to any Sub-Servicing Agreement entered into after the Closing Date and
      prior to the date upon which the Trust's Exchange Act reporting
      obligations are suspended by the filing of a Form 15 as contemplated by
      Section 10.10, if such Sub-Servicer is a Servicing Function Participant or
      an Additional Servicer, such Sub-Servicer, at the time the related
      Sub-Servicing Agreement is entered into, is not a Prohibited Party. 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) (including, for the avoidance of doubt,
      that no such agent or Subcontractor is a Prohibited Party, if such agent
      or Subcontractor would be a Servicing Function Participant, at the time
      the related sub-servicing agreement is entered into). 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 applicable
      Master Servicer on the date received by such Sub-Servicer.

            Any Sub-Servicing Agreement entered into by a Master 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 such Master Servicer or the
Special Servicer, respectively, or any successor Master Servicer or Special
Servicer, as applicable, without cost or obligation to the assuming party or 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 such Master Servicer or
the Special Servicer, as applicable, pursuant to Section 7.02 (it being
understood that any such obligations shall be the obligations of the terminated
Master Servicer or Special Servicer, as applicable, only).

            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 applicable Master 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 (except as specified below), obligations, duties or liabilities
with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and
Section 3.01(d).

            Notwithstanding the provisions of any Sub-Servicing Agreement and
this Section 3.01, in no event shall the Trust Fund, the Depositor or any
Serviced Companion Loan Noteholder 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 Master Servicer assumes the
      obligations of either Master 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 Master
      Servicer or such successor Special Servicer, as applicable, to the extent
      necessary to permit the Trustee, the successor Master 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 Master Servicer or such successor Special Servicer, as
      applicable, succeed to all of the rights and obligations of the applicable
      Master Servicer or the Special Servicer, as applicable, under any
      Sub-Servicing Agreement entered into by such Master 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
      applicable Master Servicer's or the Special Servicer's interest, as
      applicable, therein (but not any liabilities or obligations in respect of
      acts or omissions of such Master Servicer or the Special Servicer, as
      applicable, prior to such deemed assumption) and to have replaced the
      applicable Master 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
      such Master 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 Master Servicer or Special Servicer,
as applicable, assumes the servicing obligations of either Master Servicer or
the Special Servicer, as applicable, then upon request of such successor, such
Master 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 such Master Servicer or
the Special Servicer is terminated pursuant to Section 6.04(c), at the expense
of the Trust) deliver to such successor all documents and records relating to
any Sub-Servicing Agreement and the 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 commercially
reasonable efforts to effect the orderly and efficient transfer of any
Sub-Servicing Agreement to such successor. Neither Master Servicer shall 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 the Non-Serviced Mortgage Loans, 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: (1) the Lincoln Square Pari Passu
      Loan Noteholder and the Lincoln Square B Loan Noteholder under the Lincoln
      Square 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 the
      Lincoln Square Mortgage Loan in accordance with Section 4.01 of the
      Lincoln Square Intercreditor Agreement, and (B) the allocation of Default
      Interest and Penalty Charges on or in respect of the Lincoln Square
      Mortgage Loan in accordance with Section 4.01 of the Lincoln Square
      Intercreditor Agreement; (2) the USFS Industrial Distribution Portfolio
      Pari Passu Loan Noteholders under the USFS Industrial Distribution
      Portfolio 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 the USFS Industrial Distribution Portfolio Whole Loan in
      accordance with Section 3 of the USFS Industrial Distribution Portfolio
      Intercreditor Agreement, and (B) the allocation of Default Interest and
      Penalty Charges on or in respect of the USFS Industrial Distribution
      Portfolio Whole Loan in accordance with Section 3 of the USFS Industrial
      Distribution Portfolio Intercreditor Agreement; (3) the Charles River
      Plaza North Pari Passu Loan Noteholder and the Charles River Plaza North B
      Loan Noteholder under the Charles River Plaza North Intercreditor
      Agreement, including, without limitation with respect to (A) the
      allocation of collections (and all other amounts received in connection
      with the related Non-Serviced Whole Loan) on or in respect of the Charles
      River Plaza North Mortgage Loan in accordance with Section 4.01 of the
      Charles River Plaza North Intercreditor Agreement, and (B) the allocation
      of Default Interest and Penalty Charges on or in respect of the Charles
      River Plaza North Mortgage Loan in accordance with Section 4.01 of the
      Charles River Plaza North Intercreditor Agreement; (4) each of the 85
      Tenth Avenue Pari Passu Loan Noteholders under the 85 Tenth Avenue
      Intercreditor Agreement, including, without limitation with respect to (A)
      the allocation of collections (and all other amounts received in
      connection with the related Non-Serviced Whole Loan) on or in respect of
      the 85 Tenth Avenue Mortgage Loan in accordance with Section 3.2 of the 85
      Tenth Avenue Intercreditor Agreement, and (B) the allocation of Default
      Interest and Penalty Charges on or in respect of the 85 Tenth Avenue
      Mortgage Loan in accordance with Section 3.2 of the 85 Tenth Avenue
      Intercreditor Agreement; (5) the Georgian Towers Pari Passu Loan
      Noteholder and the Georgian Towers B Loan Noteholder under the Georgian
      Towers Intercreditor Agreement, including, without limitation with respect
      to (A) the allocation of collections (and all other amounts received in
      connection with the related Non-Serviced Whole Loan) on or in respect of
      the Georgian Towers Mortgage Loan in accordance with Sections 3 and 4 of
      the Georgian Towers Intercreditor Agreement, and (B) the allocation of
      Default Interest and Penalty Charges on or in respect of the Georgian
      Towers Mortgage Loan in accordance with Sections 3 and 4 of the Georgian
      Towers Intercreditor Agreement; (6) the Seattle Space Needle Pari Passu
      Loan Noteholder under the Seattle Space Needle 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 the Seattle Space Needle Whole
      Loan in accordance with Section 4.01 of the Seattle Space Needle
      Intercreditor Agreement, and (B) the allocation of Default Interest and
      Penalty Charges on or in respect of the Seattle Space Needle Whole Loan in
      accordance with Section 4.01 of the Seattle Space Needle Intercreditor
      Agreement and (7) the CGM RRI Hotel Portfolio Pari Passu Loan Noteholders
      under the CGM RRI Hotel Portfolio 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 the CGM RRI Hotel Portfolio Whole Loan in
      accordance with Section 4.01 of the CGM RRI Hotel Portfolio Intercreditor
      Agreement, and (B) the allocation of Default Interest and Penalty Charges
      on or in respect of the CGM RRI Hotel Portfolio Whole Loan in accordance
      with Section 4.01 of the CGM RRI Hotel Portfolio Intercreditor Agreement.

            Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that each Master Servicer's and Special Servicer's
obligations and responsibilities hereunder and such Master 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 related Other Special Servicer under the related Other Pooling
and Servicing Agreement. Each Master Servicer shall, consistent with the
applicable 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. Each Master Servicer shall take
such actions as it shall deem reasonably necessary to facilitate the servicing
of each such 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 the 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 related Master
Servicer, on behalf of the Trustee, will perform any applicable
servicing-related obligations set forth therein not specifically performed by
the related Other Servicer and of which the related Master Servicer has notice,
and any other obligations will be performed by either the Trustee, the
applicable Master Servicer or the Special Servicer, as applicable, as such
parties may mutually agree.

            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 applicable Master 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 applicable Master 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. All
amounts due such Master Servicer (including Advances and interest thereon)
pursuant to this Agreement and the applicable Co-Lender Agreement shall be paid
to such terminated Master 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 Serviced REO
Property has been entered into then, notwithstanding that neither such Mortgage
Loan nor any related Serviced REO Property is part of the Trust Fund, the
Trustee shall continue to hold the Mortgage File and the applicable Master
Servicer and, if applicable, the Special Servicer shall (subject to the
preceding sentence) continue to service such Serviced Whole Loan or any related
Serviced 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 or discrepancy between the provisions, terms or conditions of a
Co-Lender Agreement related to a Serviced Whole Loan and the provisions, terms
or conditions of this Agreement, except as provided in Section 3.26(f), the
related Co-Lender Agreement shall govern, and 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 each Master Servicer and the Special
Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the applicable
Master 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, such Master Servicer or the Special
Servicer, as applicable, shall remain obligated and primarily liable to the
Trustee (on behalf of the Certificateholders), 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 applicable Master
Servicer or the Special Servicer, as applicable, alone were servicing and
administering the Mortgage Loans and the Serviced Companion Loans. Each of the
Master Servicers and the Special Servicer shall be entitled to enter into an
agreement with any sub-servicer providing for indemnification of such Master
Servicer or the 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 applicable Master Servicer (with respect to all the Mortgage
Loans and the Serviced Companion Loans, other than Specially Serviced Loans,
that the applicable Master Servicer is Servicing) 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 applicable 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 applicable Master Servicer or the Special Servicer of the collectibility
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 applicable
Master 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 applicable Servicing
Standard, the applicable Master 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 the Certificateholders as a collective
whole. With respect to each Performing Loan (other than the Non-Serviced
Mortgage Loans), each Master Servicer shall use its reasonable efforts,
consistent with the applicable Servicing Standard, to collect income statements
and rent rolls from Borrowers as required by the Loan Documents and the terms
hereof. The applicable Master 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 applicable Master Servicer (with
respect to each Performing Loan) or the Special Servicer (with respect to
Specially Serviced Loans) may in their 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 that it is servicing. 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) Each Master Servicer shall, within two Business Days 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 Serviced 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 Serviced REO Loans and, if applicable, the related Serviced Companion
Loans that are Specially Serviced Loans or Serviced REO Loans, and the
applicable Master Servicer, in the case of all Performing Loans (other than the
Non-Serviced Mortgage Loans) that it is servicing, 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 Loan, the Special Servicer shall use its reasonable
efforts, consistent with the applicable Servicing Standard, to collect income
statements and rent rolls from Borrowers as required by the Loan Documents. The
Special Servicer, in the case of Specially Serviced Loans and Serviced REO
Loans, and the applicable Master Servicer, in the case of all Performing Loans
that it is servicing, shall use reasonable efforts consistent with the
applicable 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 applicable Master
Servicer shall advance the amount of any shortfall as a Property Advance unless
such Master Servicer determines in accordance with the applicable Servicing
Standard that such Advance would be a Nonrecoverable Advance (provided that with
respect to advancing insurance premiums or delinquent tax assessments such
Master Servicer shall comply with the provisions of the second to last paragraph
in Section 3.24(d)). Each Master 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 applicable
Master 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 related 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 applicable
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) Each Master 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 that it is servicing 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 applicable Servicing Standard. The applicable Master
Servicer shall also deposit into each Escrow Account any amounts representing
losses on Permitted Investments to the extent required 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 applicable Master 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 applicable Master 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, (i) in the case of Capmark Master Servicer,
"Capmark Finance Inc., as Master Servicer, in trust for Wells Fargo Bank, N.A.,
as Trustee, in trust for the Holders of Deutsche Mortgage & Asset Receiving
Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates and
Various Borrowers and, if applicable, Serviced Companion Loan Noteholders" and
(ii) in the case of the Wachovia Master Servicer, "Wachovia Bank, National
Association, as Master Servicer, in trust for Wells Fargo Bank, N.A., as
Trustee, in trust for the Holders of Deutsche Mortgage & Asset Receiving
Corporation, CD 2007-CD5 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 applicable Master Servicer
only:

            (i) to effect timely payments of items constituting Escrow Payments
      for the related Mortgage;

            (ii) to transfer funds to its Collection Account and/or the
      applicable Serviced Whole Loan Collection Account (or any sub-account
      thereof) to reimburse the applicable Master 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 applicable 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
      applicable Master 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) Each Master Servicer shall, as to each Mortgage Loan (other than
the Non-Serviced Mortgage Loans) and each Serviced Companion Loan that it is
servicing, (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 applicable Master 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
applicable Master Servicer shall use reasonable efforts consistent with the
applicable 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, each
Master Servicer shall timely make a Property Advance with respect to the
Mortgage Loans and Serviced Whole Loans that it is servicing, if any, 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 Accounts; Excess Liquidation Proceeds
Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan
Collection Accounts. (a) Each Master Servicer shall establish and maintain a
Collection Account, for the benefit of the Certificateholders and the Trustee as
the Holder of the Lower-Tier Regular Interests with respect to the Mortgage
Loans that it is servicing. Each such Collection Account shall be established
and maintained as an Eligible Account. Amounts attributable to the Mortgage
Loans (other than Excess Interest) will be assets of the Lower-Tier REMIC.
Amounts attributable to the Serviced Companion Loans will not be assets of the
Trust Fund.

            Each Master Servicer shall deposit or cause to be deposited in its
Collection Account within two Business Days 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 applicable 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 applicable Master Servicer as
      provided herein;

            (vi) all Insurance Proceeds, Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Mortgage Loan (other than any Mortgage
      Loan related to a Serviced Whole Loan) or any Serviced REO Property (other
      than a Serviced 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 included in a Serviced Whole Loan shall be
      deposited directly into the applicable 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 applicable Master
      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 Account 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 related Collection Account by the applicable
      Master Servicer or Special Servicer;

            (x) any Master Servicer Prepayment Interest Shortfalls in respect of
      the Mortgage Loans that the applicable Master Servicer is servicing (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, each Master Servicer
shall make appropriate ledger entries received with respect thereto, which such
Master Servicer shall hold for (i) the Trustee for the benefit of the Class or
Classes of Certificateholders (other than the Class T Certificates) 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 each Collection Account (with amounts attributable to each Class
or Classes and any Serviced Companion Loan also identified separately).

            The foregoing requirements for deposits in each 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 applicable Collection
Account by the related Master Servicer and, to the extent permitted by
applicable law, either Master 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 that it is
servicing as additional compensation. In the event that a Master Servicer
deposits in its Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from its 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 a Serviced REO Loan, the Special Servicer shall remit within one Business
Day after receipt such amounts to the applicable Master Servicer for deposit
into its Collection Account in accordance with the second paragraph of this
Section 3.05, unless the Special Servicer determines, consistent with the
applicable 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 a Serviced REO Property
(other than any Serviced REO Property related to the Serviced Whole Loans) shall
be deposited by the Special Servicer into the REO Account and remitted to the
applicable Master Servicer for deposit into its 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 applicable Special Servicer shall endorse without
recourse or warranty such check to the order of the applicable Master Servicer
and shall promptly deliver any such check to such Master Servicer by overnight
courier.

            (b) The Certificate Administrator shall establish and maintain the
Lower-Tier Distribution Account the name of the Trustee (or in the name of the
Master Servicers or the Certificate Administrator on behalf of the Trustee) on
behalf 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 sub-account of an Eligible Account.

            (c) The Certificate Administrator shall establish and maintain the
Class T Grantor Trust Distribution Account with respect to the Excess Interest,
which shall be an asset of the Class T Grantor Trust and beneficially owned by
the Holders of the Class T Certificates and shall not be an asset of either
Trust REMIC. The Class T Grantor Trust Distribution Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible
Account. Following the distribution of Excess Interest to the Class T
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 Certificate Administrator shall terminate the Class T
Grantor Trust Distribution Account.

            (d) [Reserved.]

            (e) With respect to each Distribution Date, the applicable Master
Servicer shall deliver to the Certificate Administrator on or before the
Servicer Remittance Date the funds then on deposit in its Collection Account
after giving effect to withdrawals of funds pursuant to Section 3.06 and
deposits from the Serviced Whole Loan Collection Account pursuant to Section
3.06. Upon receipt from the applicable Master Servicer of such amounts held in
its Collection Account, the Certificate Administrator shall deposit (A) 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 and (ii)
the amount of Excess Liquidation Proceeds allocable to any Mortgage Loan to be
deposited into the Lower-Tier Distribution Account (which the Certificate
Administrator shall then deposit in the Excess Liquidation Proceeds Account)
pursuant to Section 3.06, (B) in the Interest Reserve Account as part of the
Lower-Tier REMIC, the amount of any Withheld Amounts to be deposited pursuant to
Section 3.05(g)) and (C) in the Class T Grantor Trust Distribution Account, the
Excess Interest to be distributed to the Class T Certificateholders pursuant to
Section 3.06.

            (f) 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 Certificate Administrator 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 either Trust REMIC or the Grantor Trust. Furthermore, for all federal tax
purposes, the Certificate Administrator and the Special Servicer shall (i) treat
amounts paid out of the Loss of Value Reserve Fund through the applicable
Collection Account to the Certificateholders as contributed to and distributed
by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value
Reserve Fund through the applicable 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.

            (g) The Certificate Administrator shall establish and maintain the
Interest Reserve Account in its own name, in trust for the benefit of the
Certificateholders (other than the Class T 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 sub-account
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 in either case such Servicer Remittance Date is the final Servicer
Remittance Date, the Certificate Administrator shall calculate the Withheld
Amounts. On each such Servicer Remittance Date, the Certificate 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, 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 Certificate 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 (or in February if the final Distribution
Date will occur in such month), the Certificate Administrator shall transfer to
the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on
deposit in the Interest Reserve Account.

            (h) The Certificate Administrator shall establish and maintain the
Upper-Tier Distribution Account in its own name, in trust for the benefit of the
Certificateholders. The Upper-Tier Distribution Account shall be established and
maintained as an Eligible Account or a sub-account of an Eligible Account.
Promptly on each Distribution Date, the Certificate Administrator shall withdraw
from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account on or before such date the 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 Lower-Tier Regular
Interests pursuant to Section 4.01(a) and Section 4.01(c) hereof on such date.

            (i) With respect to each Serviced Whole Loan, the applicable Master
Servicer shall maintain, or cause to be maintained, a Serviced Whole Loan
Collection Account in which such Master 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 applicable Master
      Servicer as provided herein;

            (vi) all Insurance Proceeds and Liquidation Proceeds received in
      respect of such Serviced Whole Loan or any related Serviced 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 included in a Serviced Whole Loan
      shall be deposited directly into the applicable Collection Account and
      applied solely to pay expenses relating to that Mortgage Loan and to
      Available Funds and any Liquidation Proceeds related to a sale of a
      related Companion 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 Loan Noteholder;

            (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 applicable Master
      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 applicable Master Servicer or the Special Servicer;

            (x) any cure payments remitted by any Serviced Companion Loan
      Noteholder pursuant to the related Co-Lender Agreement; and

            (xi) any Master 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 applicable Master
Servicer and, to the extent permitted by applicable law, either Master 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 a Master
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 Master
Servicers; provided, however, that such Serviced Whole Loan Collection Account
may be a sub-account of each Master Servicer's 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 sub-account 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 a Serviced REO Loan, the
Special Servicer shall remit within one Business Day such amounts to the
applicable Master Servicer for deposit into the applicable Serviced Whole Loan
Collection Account in accordance with the first paragraph of this Section
3.05(i), unless the Special Servicer determines, consistent with the applicable
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 a Serviced 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 applicable Master
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 applicable Master Servicer
and shall promptly deliver any such check to the applicable Master 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 Serviced Pari Passu Companion
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 Serviced Pari Passu Companion Loans, if any, on the one hand,
and the related Serviced B Loan, on the other hand, pursuant to this Section
3.05(i) shall be made as though such workout did not occur, with the payment
terms of the Mortgage Loan and any related Serviced Pari Passu Companion Loans,
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.

            (j) 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 (or such later time as set forth in the
applicable Co-Lender Agreement), or, from and after a Serviced Companion Loan is
deposited into a securitization, on the Business Day before the "servicer
remittance date," as such term or a similar term is defined in the pooling and
servicing agreement relating to such securitization (as long as such date is at
least one Business Day after receipt), the applicable Master 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.

            (k) Prior to the Servicer Remittance Date relating to any Collection
Period in which Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain the Excess Liquidation Proceeds
Account, which may have one or more sub-accounts, to be held in its own name, 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 applicable Master
Servicer shall withdraw from the applicable Collection Account or, if allocable
to any Serviced Whole Loan, such Master Servicer shall withdraw from the
applicable Serviced Whole Loan Collection Account, and remit to the Certificate
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
Certificate 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
Serviced Whole Loan; provided that on the Business Day prior to the final
Distribution Date, the Certificate 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.

            (l) Funds in the applicable Collection Account, the Serviced Whole
Loan Collection Account, the Distribution Accounts, the Interest Reserve
Account, the Excess Liquidation Proceeds Account and the REO Account may be
invested in Permitted Investments in accordance with the provisions of Section
3.07.

            The applicable Master Servicer shall give written notice to the
Depositor, the Trustee, the Certificate Administrator, the other Master Servicer
and the Special Servicer of the location and account number of its Collection
Account and, if applicable, the Serviced Whole Loan Collection Accounts as of
the Closing Date and shall notify the Depositor, the Special Servicer, the
Certificate Administrator and the Trustee, as applicable, in writing prior to
any subsequent change thereof. In addition, the applicable Master 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
Certificate Administrator shall give written notice to the Depositor, the
Trustee, the Special Servicer and each Master 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 each Master Servicer, as applicable, in writing prior to any
subsequent change thereof.

            Section 3.06 Permitted Withdrawals from the Collection Accounts, the
Serviced Whole Loan Collection Accounts and the Distribution Accounts; Trust
Ledger.

            (a) [Reserved];

            (b) Each Master Servicer shall maintain a separate Trust Ledger with
respect to the Mortgage Loans that it is servicing 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), (xiv),
(xviii), (xix) and (xxi) of this Section 3.06(b)), each Master Servicer shall
make withdrawals from amounts allocated thereto in its Collection Account (and
may debit the Trust Ledger) for the purposes listed below (the order set forth
below not constituting an order of priority for such withdrawals):

            (i) on or before 2:00 p.m. (New York City time) on each Servicer
      Remittance Date, to remit to the Certificate Administrator the amounts to
      be deposited into the Class T Grantor Trust Distribution Account (in
      respect of Excess Interest) and 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,
      Prepayment Premiums, Yield Maintenance Charges and Excess Liquidation
      Proceeds) which the Certificate 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(h), 3.05(g)
      and 3.05(k), 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 Serviced REO Loan (exclusive of each Mortgage
      Loan or Serviced REO Loan included in a Serviced Whole Loan), as
      applicable, each Master 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 Serviced REO Loan
      (exclusive of each Mortgage Loan or Serviced REO Loan included in the
      Serviced Whole Loan), as applicable, being limited to amounts received on
      or in respect of such Mortgage Loan, Specially Serviced Loan or Serviced
      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 Serviced 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 applicable 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
      Serviced REO Loans included in the Serviced Whole Loans), each Master
      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
      Serviced REO Loan included in the Serviced Whole Loan) 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 amounts recovered on the related Mortgage
      Loan intended by the modified loan documents to be applied to reimburse
      such Workout-Delayed Reimbursement Amount and then 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 applicable 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
      Serviced REO Property) (exclusive of the Mortgage Loans or Serviced REO
      Loans included in the Serviced Whole Loans or any Serviced REO Property
      securing any Serviced Whole Loan), for unreimbursed Property Advances,
      each Master 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 Serviced 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 Serviced REO Property; provided, however, that if such
      Property Advance becomes a Workout-Delayed Reimbursement Amount, then such
      Property Advance shall thereafter be reimbursed from amounts recovered on
      the related Mortgage Loan intended by the modified loan documents to be
      applied to reimburse such Workout-Delayed Reimbursement Amount and then
      from the portion of general collections and recoveries on or in respect of
      the Mortgage Loans and REO Properties on deposit in the applicable
      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 Serviced 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
      this 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 Serviced
      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 Serviced REO Property and the
      deposit into the applicable 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
      Non-Serviced 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 Serviced 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 Serviced 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
      Serviced REO Property and any Nonrecoverable Property Advances made with
      respect to a Mortgage Loan or Serviced REO Property or any Workout-Delayed
      Reimbursement Amounts 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 Loan 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 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 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, together with interest thereon at the Advance Rate, 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 Loan) 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 Serviced REO Loan
      included in the Serviced Whole Loan) 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 its Collection
      Account as provided in Section 3.07(b) (but only to the extent of the net
      investment earnings with respect to such Collection Account for any period
      from any Distribution Date to the immediately succeeding Servicer
      Remittance Date) and (2) Penalty Charges on the Mortgage Loans (including
      Specially Serviced Loans) (exclusive of any Mortgage Loan or Serviced REO
      Loan included in the Serviced Whole 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 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) (including Special
      Servicing Fees, Workout Fees or Liquidation Fees); 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 Serviced REO Loan included in the Serviced Whole
      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, 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(d), 3.10(e), 3.17(a), 3.17(b) and 11.07 (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;

            (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 applicable Master Servicer, the Special Servicer
      or the Trustee 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 Certificate 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 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) [Reserved];

            (xvii) [Reserved];

            (xviii) to pay to the applicable Master Servicer, the Special
      Servicer, the Trustee, the Certificate 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 applicable 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 itself in accordance with Section
      3.07(b) any interest or investment income earned on funds deposited in its
      Collection Account;

            (xxii) [Reserved];

            (xxiii) to transfer Excess Liquidation Proceeds allocable to
      Mortgage Loans to the Lower-Tier Distribution Account for deposit by the
      Certificate Administrator into the Excess Liquidation Proceeds Account in
      accordance with Section 3.05(k);

            (xxiv) to pay itself, the Special Servicer or the related 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 applicable Collection Account at
      the termination of this Agreement pursuant to Section 9.01.

            Each Master Servicer shall pay to the Special Servicer from its
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. Each
Master 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 Serviced
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 applicable Collection Account.

            Each Master 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 its Collection
Account or the Trust Ledger. Upon request, the applicable Master Servicer shall
provide to the Certificate Administrator such records and any other information
in the possession of such Master Servicer to enable the Certificate
Administrator to determine the amounts attributable to the Lower-Tier REMIC
(with respect to the Mortgage Loans) and the Companion Loans.

            Each Master Servicer shall pay to the Trustee, the Certificate
Administrator, the other Master Servicer or the Special Servicer from the
Collection Account amounts permitted to be paid to the Trustee, the Certificate
Administrator, the other Master Servicer or the Special Servicer therefrom,
promptly upon receipt of a certificate of a Responsible Officer of the Trustee,
a Responsible Officer of the Certificate Administrator or a certificate of a
Servicing Officer, as applicable, describing the item and amount to which such
Person is entitled. Each Master Servicer may rely conclusively on any such
certificate and shall have no duty to recalculate the amounts stated therein.

            The Trustee, the Certificate Administrator, the Special Servicer and
each Master Servicer and the Non-Serviced Mortgage Loan Service Providers (to
the extent specified in Section 11.12) shall in all cases have a right prior to
the Certificateholders to any funds on deposit in the applicable Collection
Account from time to time for the reimbursement or payment of the Servicing
Compensation (including investment income), Trustee/Certificate Administrator
Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, their
respective indemnification payments (if any) pursuant to Section 6.03, Section
8.05 or Section 11.12, their respective expenses hereunder to the extent such
fees and expenses are to be reimbursed or paid from amounts on deposit in the
applicable Collection Account pursuant to this Agreement. In addition, the
Certificate Administrator, the Trustee, the Special Servicer and each Master
Servicer shall in all cases have a right prior to the Certificateholders to any
funds on deposit in the applicable Collection Account from time to time for the
reimbursement or payment of any federal, state or local taxes imposed on either
Trust 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 both Collection Accounts (or the applicable Serviced Whole Loan
Collection Account) and available for distribution on the next Distribution
Date, the applicable Master 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 applicable Master 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 applicable Master
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 applicable Master 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, the applicable Master Servicer shall give each Rating
Agency at least 15 days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Collection Account allocable to
interest on the Mortgage Loans unless (1) the applicable Master Servicer
determines in its sole discretion that waiting 15 days after such a notice could
jeopardize such Master Servicer's ability to recover Nonrecoverable Advances,
(2) changed circumstances or new or different information becomes known to the
applicable Master Servicer that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a
Nonrecoverable Advance or the determination in clause (1) above, or (3) such
Master Servicer has not timely received from the Certificate Administrator
information requested by such Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause
(1), (2) or (3) apply, the applicable Master Servicer shall give each Rating
Agency notice of an anticipated reimbursement to it of Nonrecoverable Advances
from amounts in the Collection Account allocable to interest on the Mortgage
Loans as soon as reasonably practicable in such circumstances. Each Master
Servicer shall have no liability for any loss, liability or expense resulting
from any notice provided to each Rating Agency contemplated by the immediately
preceding sentence.

            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 applicable Master Servicer, the Special Servicer or the
Trustee, as applicable, determines, in its sole discretion, that it should
recover the Nonrecoverable Advances without deferral as described above, then
such Master 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 Accounts 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 applicable Master 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 applicable Master 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 applicable Master 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 applicable Servicing Standard and
neither the Master Servicers, the Special Servicer, the Trustee nor 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 Master Servicers, the Special Servicer or the Trustee
shall be permitted to reverse any other Person's determination that an Advance
is a Nonrecoverable Advance.

            If either Master Servicer, the Special Servicer, or the Trustee or
any Non-Serviced Mortgage Loan Service Provider, 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 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 (after giving effect to any
reimbursement of Nonrecoverable Advances related to such Loan Group) 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) Each Master Servicer may (and, with respect to clause (i),
shall), from time to time, make withdrawals from the related 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(j) and (B) the applicable 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 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, and any
      Liquidation Proceeds related to a sale pursuant to Section 3.18 hereof of
      a Companion 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 Loan Noteholder;

            (ii) to pay (A) to itself unpaid Servicing Fees and to the Special
      Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
      in respect of such Serviced Whole Loan or related REO Loan, as applicable,
      the Master Servicer's or the Special Servicer's, as applicable, rights to
      payment of Servicing Fees, Special Servicing Fees, Liquidation Fees and
      Workout Fees, as applicable, 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 Serviced 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) to
      the Special Servicer, each month to the extent not covered by clause
      (ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and
      Workout Fees in respect of such Serviced Whole Loan or related REO Loan,
      as applicable, remaining unpaid out of general collections in the
      applicable Collection Account as provided in Section 3.06(b)(ii);

            (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 applicable Master 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 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
      Loan or Serviced REO Property), for unreimbursed Property Advances with
      respect to such Serviced Whole Loan or related Serviced REO Property, the
      applicable Master 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, 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 applicable Collection Account from time to time that
      represent collections or recoveries of principal to the extent provided in
      clause (v) below;

            (v) (A) to reimburse itself, the Special Servicer or 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
      applicable Collection Account as provided in Section 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 related REO Properties, net of such amounts being reimbursed pursuant
      to the sub-clause first in the preceding clause (x) above and second out
      of general collections in the applicable Collection Account as provided in
      Section 3.06(b); provided that in the case of both clause (x) and clause
      (y) of this clause (v), prior to making any reimbursement from general
      collections, 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 the related Mortgage Loan, or in the case
      of a Serviced Whole Loan with one or more Serviced Pari Passu Companion
      Loans, on a pro rata basis as between the Mortgage Loan and any related
      Serviced Pari Passu Companion Loans (based on the Mortgage Loan's Stated
      Principal Balance or related Serviced Companion Loan's principal balance)
      and if not fully reimbursed from the other trusts into which a Serviced
      Pari Passu Companion Loan has been deposited, from general collections of
      the Trust 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 Serviced 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, were incurred (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 or
      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 Stated
      Principal Balance or related Serviced Companion Loan's 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, as applicable, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect with respect to
      the Mortgage 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
      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) 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(d), 3.10(e), 3.17(a), 3.17(b) and 11.07 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 Loan
      and related Serviced 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 neither the applicable Master
      Servicer, the Special Servicer, the Certificate Administrator nor the
      Trustee 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 Certificate Administrator out
      of general collections on such Serviced Whole Loan and related 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(g);

            (xvii) to pay to the applicable Master Servicer, the Special
      Servicer, the Certificate Administrator, the Trustee 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;

            (xviii) to pay the related Mortgage Loan Seller with respect to the
      Mortgage Loan included in such Serviced Whole 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

            (xix) to clear and terminate such Serviced Whole Loan Collection
      Account at the termination of this Agreement pursuant to Section 9.01.

            The applicable Master 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 such Master Servicer's Collection Account to
the extent permitted by Section 3.06(b). Upon request, the applicable Master
Servicer shall provide to the Certificate Administrator such records and any
other information in the possession of the applicable Master Servicer to enable
the Certificate Administrator to determine the amounts attributable to the
Lower-Tier REMIC and the Companion Loans.

            The applicable Master 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. Such Master Servicer may rely conclusively on any such
certificate and shall have no duty to recalculate the amounts stated therein.
The Special Servicer shall keep and maintain separate accounting for each
Specially Serviced Loan included in the Serviced Whole Loan 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 applicable Master 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 such Master Servicer subsequent to 3:00
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 applicable Master 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 Certificate 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)), such Master Servicer shall pay to
the Certificate 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 Certificate 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 Certificate Administrator or the Serviced Companion Loan
Noteholders, as applicable.

            (d) On each Servicer Remittance Date, all net income and gain
realized from investment of funds to which the applicable Master Servicer or the
Special Servicer is entitled pursuant to Section 3.07(b) shall be subject to
withdrawal by such Master 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 applicable
Master Servicer, the Special Servicer, the Certificate 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, the
applicable Master 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 Serviced 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 applicable Master Servicer for deposit into its
Collection Account for the following purposes:

            (i) to reimburse the applicable Master 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 Serviced 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 Serviced 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 Serviced 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
      Serviced 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.

            (g) [Reserved.]

            (h) The Certificate Administrator, may, from time to time, make
withdrawals from the Lower-Tier Distribution Account for any of the following
purposes (the order set forth below shall not indicate any order of priority):

            (i) to make deposits of the Lower-Tier Distribution Amount and the
      amount of any Prepayment Premium and Yield Maintenance Charges
      distributable pursuant to Section 4.01(a) in the Upper-Tier Distribution
      Account, and to make distributions on the Class LR Certificates pursuant
      to Section 4.01(a);

            (ii) to pay itself, the Trustee and the Custodian respective
      portions of any accrued but unpaid Trustee/Certificate Administrator Fees;

            (iii) to pay itself an amount equal to all net income and gain
      realized from investment of funds in the Lower-Tier Distribution Account
      pursuant to Section 3.07(b);

            (iv) to pay to itself, the Trustee or any of their directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Sections 8.05(b) and 8.05(c);

            (v) to recoup any amounts deposited in the Lower-Tier Distribution
      Account in error; and

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            (i) The Certificate Administrator, may make withdrawals from the
Upper-Tier Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the Class T and Class LR Certificates) on each Distribution Date
      pursuant to Section 4.01 or 9.01, as applicable;

            (ii) to recoup any amounts deposited in the-Upper-Tier Distribution
      Account in error; and

            (iii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            Section 3.07 Investment of Funds in the Collection Accounts, the
Serviced Whole Loan Collection Accounts, the Distribution Accounts, the REO
Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve
Accounts. (a) The applicable Master Servicer (or with respect to any REO
Account, the Special Servicer or with respect to the Distribution Accounts, the
Certificate Administrator) may direct any depository institution maintaining its
Collection Account, any Serviced Whole Loan Collection Account, any Borrower
Accounts (as defined below and subject to the second succeeding sentence), any
REO Account and the Distribution Accounts (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 applicable Master Servicer, the Special
Servicer or the Certificate Administrator 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 applicable Master Servicer shall act upon
the written request of the related Borrower or Manager to the extent that such
Master 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,
such Master 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 Certificate Administrator shall have sole control (except with
respect to investment direction which shall be in the control of the applicable
Master 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 Certificate Administrator or its agent (which shall
initially be the applicable Master Servicer), together with any document of
transfer, if any, necessary to transfer title to such investment to the Trustee
or its nominee. Neither the Certificate Administrator nor the Trustee shall have
any responsibility or liability with respect to the investment directions of the
applicable Master Servicer, the Special Servicer, any Borrower or Manager or any
losses resulting therefrom, whether from Permitted Investments or otherwise. The
applicable Master 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 applicable Master
Servicer (or the Special Servicer or the Certificate Administrator, as
applicable) 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 applicable Master Servicer (or the Special Servicer
      or the Certificate Administrator, as applicable) 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 applicable Master
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, (ii) any REO Account,
which shall be for the benefit of the Special Servicer or (iii) the Distribution
Accounts, which shall be for the benefit of the Certificate Administrator) and,
if held in its Collection Account, any Serviced Whole Loan Collection Account,
REO Account or Distribution Account shall be subject to withdrawal by the
applicable Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, in accordance with Section 3.06 or Section
3.17(b), as applicable. The applicable Master Servicer, or with respect to any
REO Account, the Special Servicer, or with respect to the Distribution Accounts,
the Certificate Administrator, shall deposit from its own funds into its
Collection Account, the applicable Serviced Whole Loan Collection Account, any
REO Account or the Distribution Accounts, 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 applicable Master
Servicer, the Special Servicer or the Certificate Administrator, 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 applicable Master
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 Loan or applicable law; provided that neither the
applicable Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is
incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company has satisfied the
qualifications set forth in the definition of Eligible Account both (x) at the
time the investment was made and (y) 30 days prior to such insolvency.

            (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 applicable Master Servicer, if
such Permitted Investment was for the benefit of such Master Servicer, (ii) the
Special Servicer, if such Permitted Investment was for the benefit of the
Special Servicer or (iii) the Certificate Administrator, if such Permitted
Investment was for the benefit of the Certificate Administrator, 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), each Master Servicer shall use reasonable efforts
consistent with the applicable Servicing Standard to cause the related Borrower,
with respect to the Mortgage Loans or Serviced Whole Loans that it is servicing,
to maintain insurance coverage (including identifying the extent to which such
Borrower is maintaining insurance coverage and, if such Borrower does not so
maintain, the applicable Master 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 applicable Master 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 applicable Master
      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 applicable Servicing Standard), at the Trust's
      expense, earthquake or environmental insurance on any Serviced REO
      Property so long as such insurance is available at commercially reasonable
      rates), provided that the applicable Master 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 Loan Document 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 applicable
      Master Servicer shall (to the extent consistent with the applicable
      Servicing Standard) require the related Borrower to obtain the requisite
      insurance coverage from Qualified Insurers;

            (iii) the applicable Master Servicer shall have no obligation beyond
      using its reasonable efforts consistent with the applicable 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 applicable Master Servicer's obligation to obtain and
      maintain a force-placed insurance policy, as provided herein;

            (iv) except as provided below (including under clause (v) below), in
      no event shall the applicable Master Servicer be required to cause the
      Borrower to maintain, or itself obtain, insurance coverage that such
      Master 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 applicable Master Servicer in accordance with the applicable Servicing
      Standard not less frequently than annually, to the extent consistent with
      the applicable Servicing Standard (but need not be made more frequently)
      at the approximate date on which such Master Servicer receives notice of
      the renewal, replacement or cancellation of coverage, and such Master
      Servicer will be entitled to rely on insurance consultants, retained at
      its own expense, in making such determination);

            (v) to the extent that a Master Servicer itself is required to
      maintain insurance that the Borrower does not maintain, such Master
      Servicer will not be required to maintain insurance other than what is
      available to such Master 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

            (vi) any explicit terrorism insurance requirements contained in the
      related Loan Documents shall be enforced by the applicable Master Servicer
      in accordance with the applicable Servicing Standard, unless the Special
      Servicer and the Directing Certificateholder have consented to a waiver
      (including a waiver to permit the applicable Master 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
      applicable Servicing Standard;

provided, however, that any determination by the applicable Master 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 (subject, however, to Section 3.29(b)); provided, further,
that the applicable Master 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
applicable Master Servicer will not be in default or liable for any loss.

            Each Master Servicer shall notify the Special Servicer, the
Certificate Administrator, the Trustee and the Directing Certificateholder if
such Master Servicer determines in accordance with the applicable 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 such Master Servicer
in writing that the Borrower does not intend to maintain such insurance and that
such Master Servicer has determined in accordance with the applicable Servicing
Standard that such failure materially and adversely affects the interests of the
Certificateholders.

            Subject to Section 3.17(a), with respect to each Serviced REO
Property, the Special Servicer shall use reasonable efforts, consistent with the
applicable Servicing Standard, to maintain (subject to the right of the Special
Servicer to direct the applicable Master Servicer to make a Property Advance for
the costs associated with coverage that the Special Servicer determines to
maintain, in which case the applicable Master 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 applicable 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 insurance coverage described in this
paragraph beyond what is reasonably available at a cost customarily acceptable
and consistent with the applicable Servicing Standard. With respect to each
Specially Serviced Loan (other than an REO Loan) the Special Servicer shall, in
accordance with the applicable Servicing Standard, be responsible for pursuing
any enforcement action against the related Borrower with respect to such
Borrower's failure to maintain the insurance described in the first paragraph of
this Section 3.08(a); provided, that if such Borrower fails to maintain such
insurance, the Special Servicer may direct the applicable Master Servicer to
cause such coverage to be maintained in accordance with and subject to the other
provisions of this Section 3.08, to the extent that the identified coverage is
available under such Master 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 applicable Master 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 a Serviced REO Property). Any amounts collected by the
applicable Master 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 Serviced REO Property or amounts to be released to the related
Borrower, in each case in accordance with the applicable Servicing Standard)
shall be deposited in the applicable Collection Account (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 a Serviced REO Property. Any cost
incurred by the applicable Master 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 applicable Master Servicer or Special
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 applicable Master Servicer in maintaining any such insurance policies in
respect of the Mortgage Loans or Specially Serviced Loans (other than REO
Properties) (i) if the Borrower defaults on its obligation to do so, shall be
advanced by the applicable Master 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, 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 applicable Master Servicer as a Property Advance.

            (b) If either (x) the applicable Master Servicer or Special Servicer
obtains and maintains, or causes to be obtained and maintained, a blanket policy
or master force-placed policy insuring against hazard losses on all of the
Mortgage Loans (other than the Non-Serviced Mortgage Loans), Serviced Whole
Loans or Serviced REO Properties, as applicable, 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 applicable
Master Servicer or Special Servicer has long-term unsecured debt obligations
that are rated not lower than "A" by Fitch, "A2" by Moody's and "A" by S&P, if
any Serviced Companion Loan Security is rated by Fitch or, if not rated by
Fitch, an equivalent rating such as those listed above by two
nationally-recognized statistical rating organizations, and the applicable
Master Servicer or Special Servicer self-insures for its obligation to maintain
the individual policies otherwise required, then the applicable Master 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 Serviced 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 applicable Master 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 Serviced 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 applicable
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 applicable Servicing Standard).
Each Master 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 applicable Master Servicer or Special Servicer, as applicable,
causes any Mortgaged Property or Serviced REO Property to be covered by such
"force-placed" insurance policy, the incremental costs of such insurance
applicable to such Mortgaged Property or Serviced REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any
Mortgaged Property or Serviced REO Property is covered thereby) shall be paid as
a Property Advance.

            (c) With respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan, as applicable, that is subject to an
Environmental Insurance Policy, if the applicable Master Servicer has actual
knowledge of any event giving rise to a claim under an Environmental Insurance
Policy, such Master Servicer shall notify the Special Servicer to such effect
and such Master Servicer shall take reasonable actions as are in accordance with
the applicable 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 Serviced 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
applicable 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 applicable
Servicing Standard in connection with any claim under an Environmental Insurance
Policy described above (whether by the applicable Master Servicer or Special
Servicer) shall be paid by, and reimbursable to, the applicable Master Servicer
as a Property Advance.

            (d) Each Master 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 Serviced REO Properties as to which it is the Special Servicer are
included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity
bond in such form and amount as are consistent with the applicable Servicing
Standard. The applicable Master 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 applicable Master 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 applicable Master 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 Fitch, "A2" by
Moody's and "A" by S&P, if any Serviced Companion Loan Security is rated by
Fitch or, if not rated by Fitch, an equivalent rating such as those listed above
by two nationally-recognized statistical rating organizations, the applicable
Master 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 Master 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 Serviced 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 their servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the applicable Servicing
Standard. A Master Servicer or the 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 applicable Master 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 applicable Master 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 Fitch, "A2" by
Moody's and "A" by S&P, if any Serviced Companion Loan Security is rated by
Fitch or, if not rated by Fitch, an equivalent rating such as those listed above
by two nationally-recognized statistical rating organizations, the applicable
Master 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
      (including, without limitation, the sale, transfer, pledge or
      hypothecation of direct or indirect interests in the Borrower or its
      owners),

            (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 Special Servicer, 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 Special Servicer determines, in accordance with the
applicable 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 Special
Servicer, 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 (a)(iii) above relating to the assumption or
transfer of Mortgage Loan or Serviced Whole Loan have been satisfied, the
Special Servicer 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 Special Servicer's regular commercial mortgage origination or the applicable
Servicing Standard and criteria and the terms of the related Mortgage Loan
Documents and (b) 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 Serviced Companion Loan Securities from (x) S&P with respect to
any Mortgage Loan (other than the Non-Serviced Mortgage Loans) (together with
any Mortgage Loans cross-collateralized with such Mortgage Loan) that (1)
represents 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), (2) has a Stated Principal Balance that is more than
$35,000,000 or (3) is among the ten largest Mortgage Loans in the Trust (based
on its Stated Principal Balance), (y) Moody's with respect to any Mortgage Loan
(together with any Mortgage Loans cross-collateralized with such Mortgage Loans)
that represents one of the ten largest Mortgage Loans based on Stated Principal
Balance, or the then current ratings assigned to the Serviced Companion Loan
Securities by an applicable rating agency with respect to any Mortgage Loan that
(together with any Mortgage Loans cross collateralized with such Mortgage Loan)
represents one of the ten largest Mortgage Loans in the Trust (based on its
Stated Principal Balance) or (z) Fitch with respect to any Mortgage Loan that
(together with any Mortgage Loan cross-collateralized with such Mortgage Loan)
is one of the current top ten Mortgage Loans (by Stated Principal Balance) in
the pool, and in connection with the request for such Rating Agency
Confirmation, upon request the Special Servicer shall prepare and deliver to
Fitch a memorandum outlining its analysis and recommendation in accordance with
the applicable Servicing Standard, together with copies of all relevant
documentation. In addition, with respect to each Serviced Companion Loan, the
Special Servicer shall not 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 applicable Master
Servicer. The Special Servicer shall notify the Trustee, the Certificate
Administrator and the Directing Certificateholder that any such assumption or
substitution agreement has been completed by forwarding to the Custodian (with a
copy to the applicable Master Servicer, the Certificate Administrator and the
Directing Certificateholder, as applicable) 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 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, (a)
in the case of a Serviced Whole Loan with one or more Serviced Pari Passu
Companion Loans (but no related B Loan), on a pro rata basis as between the
related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based
on their respective outstanding principal balances) and (b) in the case of any
Serviced Whole Loan with a related B Loan, such expense shall be allocated (i)
first, to the related Serviced B Loan (up to the full principal balance
thereof), if any, and, then, (ii) to the related Mortgage Loan (or in the case
of the Lincoln Square Whole Loan, from the holder of the related Mortgage Loan
and the holder of the related Pari Passu Companion Loan pro rata, based on each
such loan's outstanding principal balance).

            Notwithstanding anything in the foregoing paragraph to the contrary,
the applicable Master Servicer shall promptly forward any request for an
assumption of any Mortgage Loan or Serviced Whole Loan to the Special Servicer
and such request will be processed by the Special Servicer in the manner
described in the preceding paragraph.

            Notwithstanding anything herein to the contrary, the applicable
Master Servicer shall approve and close, without the consent of the Special
Servicer (or the Directing Certificateholder), all initial syndications of
tenant-in-common interests, provided such syndications are specifically
permitted by and in accordance with the related loan documents for any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is
not a Specially Serviced Mortgage Loan. Upon completion of any such initial
transfer, the applicable Master Servicer shall promptly provide notice by
electronic mail thereof to the Special Servicer and the Controlling Class
Representative, which notice shall also (i) advise the Special Servicer and the
Controlling Class Representative as to the total number of transfers with
respect to such Mortgage Loan or Serviced Whole Loan that such Master Servicer
has approved and closed as of such date and the expiration date (if any) by
which such transfer(s) must occur pursuant to the related loan documents, and
(ii) advise the Special Servicer and the Controlling Class Representative of
when, with respect to any such Mortgage Loan or Serviced Whole Loan, such
tenant-in-common syndication is complete. Any request for a modification to or
extension of the final initial syndication date respecting any such
tenant-in-common transfers or increase in the permitted number of
tenant-in-common interests under the initial syndication shall be processed and
approved solely by the Special Servicer, who shall promptly notify the
controlling Class Representative of any such modification or extension.

            (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, 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 or any direct or indirect ownership interest in the borrower
      (including, unless specifically permitted, any mezzanine financing of the
      Borrower or the Mortgaged Property or any sale or transfer of preferred
      equity in the Borrower or its owners),

            (ii) requires the consent of the related mortgagee to the creation
      of any such lien or other encumbrance on the related Mortgaged Property
      (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), or

            (iii) provides that such Mortgaged Property may be further
      encumbered without the consent of the mortgagee (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), provided certain conditions set forth in the Loan Documents
      are satisfied,

then the Special Servicer, 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
Special Servicer (x) determines, in accordance with the applicable Servicing
Standard that such enforcement would not be in the best interests of the Trust
Fund or the holder 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 Fitch, Moody's and S&P 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 and, in the case of a Serviced
Whole Loan, receives prior written confirmation from each applicable rating
agency that the granting of such consent would not cause a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to any
related Serviced Companion Loan Securities; provided, that (i) in the case of
Fitch, with respect to any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loan) is one of the current top 10 loans
(by Stated Principal Balance) in the pool, and in connection with a request for
such Rating Agency Confirmation, upon request the Special Servicer shall prepare
and deliver to Fitch a memorandum outlining its analysis and recommendation in
accordance with the applicable Servicing Standard, together with copies of all
relevant documentation, (ii) in the case of S&P, such confirmation shall only be
required with respect to any Mortgage Loan (together with any Mortgage Loans
cross-collateralized with such 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 $100,000,000), (2) has a Stated Principal
Balance greater than $20,000,000, (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 and any related mezzanine debt, 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 and any related
mezzanine debt, if any) that is less than 1.20x or (iii) in the case of Moody's,
such confirmation will only be required with respect to any Mortgage Loan which
(together with any Mortgage Loans cross collateralized with such Mortgage Loans)
represent one of the ten largest Mortgage Loans in the Trust (based on its then
Stated Principal Balance). In addition, with respect to each Serviced Companion
Loan, the Special Servicer shall not 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 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
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,
(a) in the case of a Serviced Whole Loan with one or more Serviced Pari Passu
Companion Loans (but no related B Note), on a pro rata basis as between the
related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based
on their respective outstanding principal balances) and (b) in the case of any
Serviced Whole Loan with a related B Loan, such expense shall (i) first, be
allocated to the related Serviced B Loan (up to the full Stated Principal
Balance thereof), if any, and, then, (ii) to the related Mortgage Loan (or in
the case of the Lincoln Square Whole Loan, from the holder of the related
Mortgage Loan and the holder of the related Pari Passu Companion Loan pro rata,
based on each such loan's outstanding principal balance).

            Notwithstanding anything in the foregoing paragraph to the contrary,
each Master Servicer, with respect to the Mortgage Loans for which it acts as
Master Servicer, will promptly forward any request for the further encumbrance
of any Mortgage Loan or Serviced Whole Loan to the Special Servicer for
processing in the manner described in this Section 3.09(b).

            (c) [Reserved].

            (d) If the Directing Certificateholder objects in writing to the
Special Servicer's determination that such conditions have been satisfied, then
(subject to Section 1.03) the applicable Master Servicer or the Special
Servicer, as applicable, shall not permit transfer, assumption or further
encumbrance of such Mortgage Loan or Serviced Whole Loan.

            (e) 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 (other than a Non-Serviced 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.

            (f) In connection with the taking of, or the failure to take, any
action pursuant to this Section 3.09, the Special Servicer shall not 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 (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan or the related Note, other than pursuant to Section 3.30 or 3.32
hereof, as applicable.

            (g) 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 3.28(i):

            (i) If such Mortgage Loan or Serviced Whole Loan requires that the
      applicable Master Servicer (on behalf of the Trust) purchase the required
      government securities, then such Master Servicer shall purchase such
      obligations, at the related Borrower's expense, in accordance with the
      terms of such Mortgage Loan; provided, that such Master 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 applicable Master 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 applicable Master 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 applicable Master Servicer or
      Special Servicer, as applicable, 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; provided, however, (A) such Master Servicer
      or Special Servicer, as applicable, shall not be required to obtain such
      written confirmation from Fitch 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, (B) such
      Master Servicer or Special Servicer, as applicable, shall not be required
      to obtain such written confirmation from Moody's 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 (whichever is less), so long as such Mortgage Loan is
      not one of the ten largest Mortgage Loans by Stated Principal Balance and
      (C) such Master Servicer or Special Servicer, as applicable, 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 $35,000,000 or 5% of the aggregate Stated Principal Balance of all of
      the Mortgage Loans (whichever is less), so long as such Mortgage Loan is
      not one of the ten largest Mortgage Loans by Stated Principal Balance, if
      the applicable Master Servicer or Special Servicer, as applicable,
      delivers to the Trustee and S&P a letter or a certificate in the form of
      Exhibit U attached hereto.

            (v) Prior to permitting release of any Mortgaged Property, the
      applicable Master Servicer shall require an Opinion of Counsel to the
      effect that such release will not cause either Trust 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; provided that to the extent not inconsistent with the Mortgage
      Loan or Serviced Whole Loan, the related Borrower shall pay the cost
      related to the Opinion of Counsel (and shall otherwise be a Servicing
      Advance).

            (vi) No defeasance shall occur on or prior to the second anniversary
      of the Startup Day of the Trust REMICs.

            (vii) The Trustee shall at the expense of the related Borrower (to
      the extent not inconsistent with the related Loan Documents) hold the U.S.
      government securities as pledgee for the benefit of the Certificateholders
      and, if applicable, the Serviced Companion Loan Noteholders, and the
      Certificate Administrator shall apply payments of principal and interest
      received on the government obligations to the applicable Collection
      Account in respect of the defeased Mortgage Loan according to the payment
      schedule existing immediately prior to the defeasance.

            (viii) The applicable Master Servicer shall, in accordance with the
      applicable Servicing Standard, enforce provisions in the Mortgage Loans
      that it is servicing 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 applicable Master Servicer shall require the Borrower to establish a
      single purpose entity, formed solely for the purpose of owning and
      pledging the government securities related to one or more of the Mortgage
      Loans, 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 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 applicable 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 unless the Special Servicer has actual knowledge of a material adverse
change in circumstances that, consistent with the applicable Servicing Standard,
would call into question the validity of such Appraisal or Small Loan Appraisal
Estimate. 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 applicable
Master 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 applicable
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 applicable
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 (as a
collective whole) 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 or 3.32 hereof, as applicable.
The applicable Master 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 such Master Servicer or the
Special Servicer, as applicable, determines, in its good faith judgment, that
such Property Advance would constitute a Nonrecoverable Advance; provided,
however, if such Property Advance would constitute a Nonrecoverable Advance but
the Special Servicer determines that such payment would be in best interests of
the Certificateholders (and, in the case of a Serviced Whole Loan, the related
Companion Loan Noteholders (as a collective whole)) (with the applicable Master
Servicer permitted to conclusively relay upon any such determination by the
Special Servicer), the Special Servicer shall direct such Master Servicer to
make such payment from its Collection Account (or, if applicable, the applicable
Serviced Whole Loan Collection Account), which payment shall be an Additional
Trust Fund Expense. The Trustee shall be entitled to conclusively rely upon any
determination of the applicable Master Servicer or Special Servicer that a
Property Advance, if made, would constitute a Nonrecoverable Advance. If the
applicable Master Servicer does not make such Property Advance in violation of
the third preceding sentence, the Trustee shall make such Property Advance,
unless the Trustee determines that such Property Advance would be a
Nonrecoverable Advance. The applicable Master 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 Trustee and the Certificate Administrator.

            (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 a
Serviced REO Loan until such time as the related Serviced 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(g), 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) and any
      applicable Co-Lender Agreement. In the absence of such terms, Net REO
      Proceeds shall, subject to Section 1.02(g), be deemed to have been
      received first, in payment of the accrued interest that remained unpaid on
      the date that the related Serviced 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 either Trust
      REMIC under the REMIC Provisions or cause either Trust 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; provided that with respect to each Serviced Whole Loan with a
related B Loan, such expenses shall be allocated first, to the related Serviced
B Loan and, second, to the extent such expense remains unpaid, to the related
Mortgage Loan, or in the case of a Serviced Whole Loan with one or more Serviced
Pari Passu Companion Loans, on a pro rata basis as between the related Mortgage
Loan and any related Serviced Pari Passu Companion Loans (based on their
respective outstanding principal balances) 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 either Trust REMIC under the REMIC Provisions
or cause either Trust 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 applicable 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), as a collective whole, 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(f)
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 applicable Servicing Standard. Upon the written
direction of the Special Servicer and delivery by the Special Servicer to the
applicable Master Servicer of pertinent back-up information such Master Servicer
shall advance the cost of preparation of such environmental assessments as a
Property Advance unless such Master Servicer determines, in its good faith
judgment, that such Property Advance would be a Nonrecoverable Advance. The
applicable Master 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), as a collective whole, 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), as a
collective whole, 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 Certificate 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 Certificate 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 Trustee and the Certificate 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 applicable Servicing Standard. None of
the Trustee, the Certificate Administrator, the applicable Master Servicer or
the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(h) 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
Certificate Administrator, the applicable Master Servicer and the Special
Servicer with respect to such action or inaction. The applicable Master 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 such Master 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 applicable Master Servicer
of any Mortgaged Property which is abandoned or foreclosed that requires
reporting to the IRS and shall provide such Master 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
such Master Servicer shall report to the IRS and the related Borrower, in the
manner required by applicable law, such information and such Master Servicer
shall report, via Form 1099C, all forgiveness of indebtedness to the extent such
information has been provided to such Master Servicer by the Special Servicer.
The applicable Master Servicer shall deliver a copy of any such report to the
Trustee and the Certificate Administrator.

            (j) The costs of any Updated Valuation obtained pursuant to this
Section 3.10 shall be paid by the applicable Master 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 Accounts 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 Accounts are insufficient
therefore, from the Collection Accounts in accordance with Section 3.06(b).

            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 applicable Master Servicer of a notification that payment in full has
been escrowed in a manner customary for such purposes, the applicable Master
Servicer shall immediately notify the Trustee 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 applicable 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. Each Master Servicer
agrees to use reasonable efforts in accordance with the applicable Servicing
Standard to enforce any provision in the relevant Loan Documents that require
the Borrower to pay such amounts. If an assignment of Mortgage, assignment of
Assignment of Leases, Rents and Profits, assignment of security agreement or
assignment of UCC financing statement has been recorded in the name of MERS or
its designee, the applicable Master Servicer shall take all necessary action to
reflect the release of such assignment of Mortgage, assignment of Assignment of
Leases, assignment of security agreement or assignment of UCC financing
statement on the records of MERS. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be an expense of the
Trustee or chargeable to the Collection Account or any Serviced Whole Loan
Collection Account.

            From time to time upon request of the applicable Master Servicer or
the 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 applicable Master
Servicer or the 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 a Serviced REO Property, or in the event of
a substitution of a Mortgage Loan pursuant to Section 2.03, or receipt by the
Trustee 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 applicable 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 a Serviced REO Property, or that the
applicable Master 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 applicable Master Servicer or the Special
Servicer, as applicable. If from time to time, pursuant to the terms of the
applicable Co-Lender Agreement or the applicable Other Pooling and Servicing
Agreement, and as appropriate for enforcing the terms of the applicable
Non-Serviced Whole Loan, the related Other Servicer or the related 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 such Other Servicer or such 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/Certificate Administrator Fees
and Special Servicing Compensation. (a) As compensation for its activities
hereunder, each Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan and Serviced Pari Passu Companion Loan that it is
servicing. Each Master 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
such Master Servicer's responsibilities and obligations under this Agreement. In
addition, each Master Servicer shall be entitled to receive, as additional
Servicing Compensation, to the extent permitted by applicable law and the
related Mortgage Loan documents, Serviced Companion Loan documents and the
related Co-Lender Agreement, (i) all investment income earned on amounts on
deposit in its 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 applicable Master
Servicer or the Special Servicer during a Collection Period accrued 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 (including Special
Servicing Fees, Workout Fees and Liquidation Fees) 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) 100% of any
loan modification fees and extension fees with respect to (and other similar
fees relating to) any Performing Loan or Serviced Companion Loan (50% where the
consent of the Special Servicer is required), 50% of Assumption Fees and
assumption application fees with respect to Performing Loans and Serviced
Companion Loans (other than for any initial tenant-in-common syndications
specifically permitted by and in accordance with the related Loan Documents for
which the applicable Master Servicer shall receive 100% of such Assumption Fees
and assumption application fees), 100% of any defeasance fees with respect to
Performing Loans and Serviced Companion Loans, 100% of loan service transaction
fees, beneficiary statement charges or similar items (but not including
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
received and not required to be deposited or retained in its Collection Account
or Serviced Whole Loan Collection Account, in each case pursuant to Section
3.05; provided, however, that (A) the applicable Master 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 (i) the Lincoln Square
Whole Loan, the related Net Default Interest and late payment charges shall be
allocated first (after netting out Property Advances and other Additional Trust
Fund Expenses described herein), to the related Serviced B Loan and then, to the
related Mortgage Loan and the related Serviced Pari Passu Companion Loan on a
pro rata basis based on their respective outstanding principal balances, in
accordance with the terms of this Agreement and the related Co-Lender Agreement
and (ii) the Seattle Space Needle Whole Loan and the CGM RRI Hotel Portfolio
Whole Loan, to the related Mortgage Loan and any related Serviced Pari Passu
Companion Loans on a pro rata basis based on their respective outstanding
principal balances, in accordance with the terms of this Agreement and the
related Co-Lender Agreement; provided, further, 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). Each Master 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 its 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, that accrue on the Mortgage Loans that it is servicing and any interest or
other income earned on deposits therein. In addition, the applicable Master
Servicer shall be entitled to the portion of 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 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 applicable Master
Servicer will not be entitled to the compensation set forth in clauses (ii),
(iii) and (iv) with respect to the Non-Serviced Mortgage Loans.

            As compensation for its activities hereunder on each Distribution
Date, the Certificate Administrator shall be entitled with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, which
shall be payable from amounts on deposit in the Lower-Tier Distribution Account.
The Certificate Administrator shall pay the Trustee the Trustee's portion of the
Trustee/Certificate Administrator Fee and the routine fees of the Certificate
Registrar, the Paying Agent and the Authenticating Agent. The Certificate
Administrator's rights to the Certificate Administrator Fee may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations under this Agreement.

            Except as otherwise provided herein, each Master Servicer shall pay
all of its overhead expenses incurred by it in connection with its servicing
activities hereunder, including all fees of any sub-servicers retained by it
(but excluding Loan Seller Sub-Servicers). Except as otherwise provided herein,
the Trustee and the Certificate Administrator shall each pay all expenses
incurred by it in connection with its activities hereunder.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Loan and
Serviced REO Loan to the Special Servicing Compensation, which shall be payable
from amounts on deposit in the applicable 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 applicable Master Servicer or the Special Servicer
during a Collection Period accrued 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 applicable Master 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 (including any
related application fees), but only when approval from the Special Servicer is
required and 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, defeasance fees, loan service
transaction fees, demand fees, beneficiary statement charges and other similar
fees (including any related application fees) relating to any Specially Serviced
Loan or Serviced 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 a Non-Serviced Mortgage
Loan) or Serviced Whole Loan that ceases to be a Specially Serviced Loan
pursuant to the definition thereof. As to each such Mortgage Loan or Serviced
Whole 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 Whole Loan for
so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to
any such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan will cease to be payable if such loan again becomes a Specially
Serviced Loan or if the related Mortgaged Property becomes a Serviced REO
Property; provided that a new Workout Fee will become payable if and when such
Mortgage Loan or Serviced Whole 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 Whole Loans that cease to be a Specially Serviced Loan during the
period that it had responsibility for servicing this Specially Serviced Loan 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 (other than a Non-Serviced 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 Serviced 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 Serviced 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 or any of their Affiliates, (ii) the purchase of all of the
Mortgage Loans and REO Properties by the applicable Master 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 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, (v) in the case of any Mortgage Loan with a
Serviced B Loan, the purchase of such Mortgage Loan by the holder of the related
B Loan pursuant to the related Co-Lender Agreement prior to the expiration of
certain time periods set forth in the related Co-Lender Agreement or if such
co-lender agreement does not specify a time period, within 60 days after the
date the purchase option becomes exercisable 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 Loan Documents, the applicable Master 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 resigns or has been terminated, and (ii)
either prior or subsequent to such resignation or 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 or
Serviced Whole 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 Whole 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 then, (y) reimburse Advance Interest Amounts paid to the
Master Servicer, Trustee or Special Servicer, as applicable, and advance
interest to any master servicer or trustee under a related Serviced Companion
Loan Securitization Agreement for any debt service advance made by such party
with respect to any related Serviced Companion Loan 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 Whole Loan, Penalty Charges with respect to the related 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 applicable Master
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 applicable Master
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 and advance interest to any master servicer or trustee
under a related Serviced Companion Loan Securitization Agreement for any debt
service advance made by such party with respect to any related Serviced
Companion Loan, (ii) the Trust Fund for all interest on Advances with respect to
such Mortgage Loan or Serviced Whole Loan previously paid to the applicable
Master 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
(including Special Servicing Fees, Workout Fees and Liquidation Fees) 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
applicable Master Servicer and the Special Servicer based upon the amount of
Penalty Charges the applicable Master 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. 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 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).

            (e) [Reserved.]

            (f) Each Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee shall be entitled to reimbursement from the Trust
Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced
Whole Loans, subject to the related Co-Lender Agreement, first from the related
Serviced B Loan, if any, and second, to the extent any such costs and expenses
remain unreimbursed, from the related Mortgage Loan, or in the case of a
Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances)) 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 the related Serviced Whole Loan, if
applicable).

            (g) No provision of this Agreement or of the Certificates shall
require a Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee 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 such Master Servicer, Special Servicer, Certificate
Administrator or Trustee, 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 a Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee receives a request or inquiry from a Borrower, any
Certificateholder or any other Person the response to which would, in such
Master Servicer's, the Special Servicer's, the Certificate Administrator's or
the Trustee's good faith business judgment require the assistance of Independent
legal counsel or other consultant to such Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, the cost of which would not be an
expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder,
then such Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, 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 such Master Servicer's, the Special Servicer's, the Certificate
Administrator's or the Trustee's expenses associated with such counsel
(including, without limitation, posting an advance payment for such expenses)
satisfactory to such Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, in its sole discretion. Unless
such arrangements have been made, each Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, 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 Certificate Administrator; Collection
Account Statements. (a) Each Master Servicer shall deliver to the Certificate
Administrator no later than 1:00 p.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 that it is
servicing for the related Distribution Date (which shall include, without
limitation, the amount of Available Funds allocable to all of the Mortgage
Loans, and with respect to each Loan Group, to the extent applicable) including
information therein that states the anticipated P&I Advances for the related
Distribution Date. Each Master Servicer's responsibilities under this Section
3.13(a) with respect to Serviced REO Loans shall be subject to the satisfaction
of the Special Servicer's obligations under Section 3.26. Each Master Servicer
shall (no later than the time(s) that it or any portion thereof is made to the
Certificate Administrator) make available to each Serviced Companion Loan
Noteholder with respect to the related Whole Loan, the CMSA Investor Reporting
Package, on a monthly basis.

            (b) For so long as a Master Servicer makes deposits into or credits
to and withdrawals or debits from its Collection Account or any Serviced Whole
Loan Collection Account, not later than 15 days after each Distribution Date,
such Master Servicer shall forward to the Certificate Administrator a statement
prepared by such Master Servicer setting forth the status of each of its
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 its 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 the Non-Serviced Mortgage Loans). The Trustee and
the Certificate Administrator and its agents and attorneys may at any time
during normal business hours, upon reasonable notice, inspect and copy the
books, records and accounts of each Master Servicer solely relating to the
Mortgage Loans and the performance of its duties hereunder.

            (c) Beginning in February 2008, no later than 4:00 p.m. (New York
City time) on each Servicer Remittance Date, each Master Servicer shall deliver
or cause to be delivered to the Certificate Administrator and the Serviced
Companion Loan Noteholders the following reports (in electronic form) with
respect to the Mortgage Loans that it is servicing (and, if applicable, the
related REO Properties), providing the required information as of the
immediately preceding Determination Date: (i) to the extent such Master Servicer
has received the most recent CMSA Special Servicer Loan File from the Special
Servicer at the time required, the most recent CMSA Delinquent Loan Status
Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report,
the CMSA Loan Setup File (with respect to the first Distribution Date) and CMSA
REO Status Report received from such Special Servicer, (ii) the most recent CMSA
Property File, CMSA Financial File, CMSA Comparative Financial Status Report and
the CMSA Loan Level Reserve/LOC Report (in each case incorporating the data
required to be included in the CMSA Special Servicer Loan File), (iii) the CMSA
Watch List with information that is current as of such Determination Date and
(iv) the CMSA 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 applicable Master 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 applicable Master Servicer in the form
so required. In the absence of manifest error, the applicable Master 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
Certificate Administrator shall be entitled to conclusively rely upon the
applicable Master 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) Each Master Servicer shall deliver or cause to be delivered to
the Trustee, the Certificate Administrator, the Underwriters, the Serviced
Companion Loan Noteholders 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 such Master Servicer with respect to the Mortgage
Loans that such Master Service is servicing:

            (i) At least annually, on or before June 30 of each year, beginning
      with June 30, 2008, with respect to each Mortgage Loan (other than a
      Non-Serviced Mortgage Loan) and Serviced 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 Serviced
      REO Loan), a CMSA Operating Statement Analysis Report for the related
      Mortgaged Property or Serviced REO Property as of the end of the preceding
      calendar year (initially, year-end 2007), 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 Master Servicers
      (or the Special Servicer in the case of Specially Serviced Loans and REO
      Properties) shall use commercially 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 (except
      with respect to a Non-Serviced Mortgage Loan) (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 applicable Master
      Servicer shall promptly update the Operating Statement Analysis Report.

            (ii) Within 45 days after receipt by the applicable Master Servicer
      (or within 60 days of receipt by the Special Servicer in the case of a
      Specially Serviced Loan or Serviced REO Property) of any annual year-end
      operating statements with respect to any Mortgaged Property or Serviced
      REO Property (to the extent prepared by and received from the Special
      Servicer in the case of any Specially Serviced Loan or Serviced REO
      Property), a CMSA NOI Adjustment Worksheet for such Mortgaged Property
      (with the annual year-end operating statements attached thereto as an
      exhibit). The applicable Master Servicer will use the "Normalized" column
      from the CMSA NOI Adjustment Worksheet to update the full year-end data on
      any CMSA Operating Statement Analysis Report and will use any operating
      statements received with respect to any Mortgaged Property (other than any
      Mortgaged Property which is a Serviced REO Property or constitutes
      security for a Specially Serviced Loan) to update the CMSA Operating
      Statement Analysis Report for such Mortgaged Property.

            Each Master Servicer shall maintain one CMSA Operating Statement
Analysis Report for each Mortgaged Property (other than a Mortgaged Property
securing a Non-Serviced Mortgage Loan) and Serviced REO Property (to the extent
prepared by and received from the Special Servicer in the case of any Serviced
REO Property or any Mortgaged Property constituting security for a Specially
Serviced Loan) relating to a Mortgage Loan that it is servicing. The CMSA
Operating Statement Analysis Report for each Mortgaged Property (other than a
Mortgaged Property securing a Non-Serviced Mortgage Loan and other than any such
Mortgaged Property which is a Serviced 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 March 31, 2008), or
year-to-date information until 12-month trailing information is available by the
applicable Master Servicer and such updated report shall be delivered to the
Trustee, the Certificate Administrator and any related Serviced Companion Loan
Noteholder in the calendar month following receipt by the applicable Master
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 applicable Master Servicer the information required of it
pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and
Serviced REO Loans commencing in December 2007, in addition to within 45 days
after its receipt of any operating statement and related rent rolls for any
related Mortgaged Property or Serviced REO Property.

            (e) In connection with their servicing of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans), the applicable Master Servicer and the
Special Servicer shall provide to each other and to the Trustee and the
Certificate Administrator, written notice of any event that comes to their
knowledge with respect to a Mortgage Loan or Serviced REO Property that the
applicable Master Servicer or the Special Servicer, respectively, determines, in
accordance with the applicable Servicing Standard, would have a material adverse
effect on such Mortgage Loan or Serviced 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
Master Servicers and, upon the request of any of the Trustee, the Certificate
Administrator, the Depositor, the Controlling Class 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 any Master Servicer, data files in a form acceptable to
such Master Servicer), which CMSA Specially Serviced Loan File shall include
data, to enable the applicable Master Servicer to produce the CMSA Supplemental
Servicer Reports. Such reports or data shall be presented in writing and on a
computer readable magnetic medium or other electronic format acceptable to the
applicable Master Servicer.

            (g) The Special Servicer shall deliver or cause to be delivered to
the applicable Master Servicer and, upon the request of any of the Trustee, the
Certificate Administrator, the Depositor, the Controlling Class 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 2008, with respect to each Specially Serviced Loan and Serviced REO
      Loan, a CMSA Operating Statement Analysis Report for the related Mortgaged
      Property or Serviced 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 Serviced 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 Serviced 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, a CMSA NOI Adjustment Worksheet for such
      Mortgaged Property or Serviced REO Property (with the annual operating
      statements attached thereto as an exhibit); provided, however, that, with
      the consent of the applicable Master Servicer, the Special Servicer may
      instead provide data files in a form acceptable to such Master Servicer.
      The Special Servicer will use the "Normalized" column from the CMSA NOI
      Adjustment Worksheet to update the full year-end data on any CMSA
      Operating Statement Analysis Report and will use any operating statements
      received with respect to any Mortgaged Property which is a Serviced REO
      Property or constitutes security for a Specially Serviced Loan to update
      the CMSA Operating Statement Analysis Report for such Mortgaged Property.

            The Special Servicer shall maintain one CMSA Operating Statement
Analysis Report for each Mortgaged Property securing a Specially Serviced Loan
and Serviced REO Property. The CMSA Operating Statement Analysis Report for each
Mortgaged Property which constitutes security for a Specially Serviced Loan or
is a Serviced REO Property is to be updated by the Special Servicer and such
updated report delivered to the applicable Master 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 applicable
Master Servicer, the Special Servicer may instead provide data files in a form
acceptable to such Master Servicer. The Special Servicer shall provide each such
report to the applicable Master Servicer in the then applicable CMSA format.

            (h) If a Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement (including Section 3.16), such Master Servicer or the Special
Servicer, as the case may be, 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 such Master
Servicer's Website, unless this Agreement expressly specifies a particular
method of delivery or such statement, report or information must be filed with
the Commission as contemplated in Article X; provided, that all reports required
to be delivered to the Certificate Administrator shall be delivered in
accordance with clause (x) or (y) or, upon request, clause (z).

            (i) Each Master Servicer may, but is not required to, make any of
the reports or files it delivers pursuant to this Section 3.13 available each
month on such Master Servicer's Website only with the use of a password, in
which case such Master Servicer shall provide such password to (i) the other
parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person, (ii)
the Rating Agencies, and (iii) each Certificateholder and prospective
Certificateholder who requests such password, provided that any such
Certificateholder or prospective Certificateholder, as the case may be, has
delivered a certification substantially in the form of Exhibit V to the Trustee,
the Certificate Administrator and the applicable Master Servicer. In connection
with providing access to the applicable Master Servicer's Website, such Master
Servicer may require registration and the acceptance of a disclaimer and
otherwise (subject to the preceding sentence) adopt reasonable rules and
procedures, which may include, to the extent such Master Servicer deems
necessary or appropriate, conditioning access on execution of an agreement
governing the availability, use and disclosure of such information, and which
may provide indemnification to such Master Servicer for any liability or damage
that may arise therefrom.

            Section 3.14 [Reserved].

            Section 3.15 [Reserved].

            Section 3.16 Access to Certain Documentation. The applicable Master
Servicer and Special Servicer shall provide to any Certificateholders and the
Serviced Companion Loan Noteholders (and any registered holder or beneficial
owner of Companion Loan Securities) 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 (or any registered
holder or beneficial owner of Serviced Companion Loan Securities) is subject,
access to the documentation regarding the Mortgage Loans or the Serviced Whole
Loans, as applicable, that it is servicing 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 written
request and during normal business hours at the offices of the applicable Master
Servicer or Special Servicer. In addition, upon reasonable prior written notice
to the applicable Master Servicer or the Special Servicer, as the case may be,
the Trustee, the Certificate Administrator, the Depositor or their accountants
or other representatives shall have access to review the documents,
correspondence and records of such Master Servicer or the Special Servicer, as
the case may be, as they relate to a Mortgaged Property and any Serviced REO
Property during normal business hours at the offices of such Master Servicer or
the Special Servicer, as the case may be. Nothing in this Section 3.16 shall
detract from the obligation of the applicable Master Servicer and Special
Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Borrowers, and the failure of the applicable Master 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.

            In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan
Noteholder (or any registered holder or beneficial owner of Companion Loan
Securities) or any regulatory authority that may exercise authority over a
Certificateholder or Serviced Companion Loan Noteholder, the applicable Master
Servicer and the Special Servicer may each require payment from such
Certificateholder or Serviced Companion Loan Noteholder (or any registered
holder or beneficial owner of Companion Loan Securities) (to the extent
permitted in the related Co-Lender Agreement) of a sum sufficient to cover the
reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that
no charge may be made if such information or access was required to be given or
made available under applicable law. In connection with providing
Certificateholders access to the information described in the preceding
paragraph the applicable Master Servicer and the Special Servicer may require
(prior to affording such access) a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to
such Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder
of Book-Entry Certificates and will keep such information confidential.

            Upon the reasonable request of any Certificateholder identified to
the applicable Master Servicer to such Master Servicer's reasonable satisfaction
(or, with respect to any Serviced Companion Loan, any Serviced Companion Loan
Noteholder, registered holder or beneficial owner of Serviced Companion Loan
Securities), such Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder or Serviced Companion Loan Noteholder,
registered holder or beneficial owner of Serviced Companion Loan Securities)
copies of any operating statements, rent rolls and financial statements obtained
by such Master Servicer or the Special Servicer; provided that, in connection
therewith, the applicable Master Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be
reasonably acceptable to the applicable Master Servicer or Special Servicer,
generally to the effect that such Person is a Holder of Certificates or a
beneficial holder of Book-Entry Certificates and will keep such information
confidential.

            The Wachovia Master Servicer shall, upon the reasonable written
request of Artesia, deliver copies to Artesia (at Artesia's expense) of
operating statements and financial statements relating to the Artesia Mortgage
Loans that have been received by the Wachovia Master Servicer from the related
Borrower.

            Section 3.17 Title and Management of REO Properties and REO
Accounts. (a) In the event that title to any Mortgaged Property (other than with
respect to a Non-Serviced Mortgaged Loan) 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 either Master 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 Serviced REO
Property prior to the close of the third calendar year following the year in
which the Trust Fund acquires ownership of such Serviced 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 Serviced 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, (1)
in the case of a Serviced Whole Loan with one or more Serviced Pari Passu
Companion Loans (but no related B Loan), such expenses shall be allocated on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances), and (2) in the case of a Serviced Whole Loan with a Serviced B Loan,
such expenses shall be allocated first, to the related Serviced B Loan and then,
to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan
(if any), pro rata (based on their respective outstanding principal balances),
addressed to the Special Servicer, the Certificate Administrator and the
Trustee, to the effect that the holding by the Trust Fund of such Serviced REO
Property for an additional specified period will not cause such Serviced 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 Serviced REO Property held by the Trust Fund prior to the
last day of such period (taking into account extensions) by which such Serviced
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.
In the case of the Trust Fund's beneficial interest in any REO Property acquired
by the Other Trustee pursuant to the Other Pooling and Servicing Agreement, the
Special Servicer shall coordinate with the Other Special Servicer with respect
to any REO extension on behalf of the Trust Fund. The Special Servicer shall
manage, conserve, protect and operate each Serviced 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 Serviced 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 applicable Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with
any Serviced 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 Serviced 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 and the Certificate 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 Serviced
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 Serviced REO Property separate and apart from its own
funds and general assets and shall establish and maintain with respect to any
Serviced 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 the Holders of Deutsche Mortgage & Asset
Receiving Corporation, CD 2007-CD5 Commercial Mortgage Pass-Through Certificates
REO Account." With respect to a Serviced 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 the Holders of Deutsche Mortgage & Asset
Receiving Corporation, CD 2007-CD5 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 Serviced
REO Property and for other Property Protection Expenses with respect to such
Serviced REO Property, including:

            (i) all insurance premiums due and payable in respect of any
      Serviced REO Property;

            (ii) all real estate taxes and assessments in respect of any
      Serviced 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 Serviced REO Property
      including, if applicable, the payments of any ground rents in respect of
      such Serviced REO Property; and

            (iv) any taxes imposed on 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 such
      Serviced Companion Loan is included in a REMIC.

            To the extent that such REO Proceeds are insufficient for the
purposes set forth in clauses (i) through (iii) above, the applicable Master
Servicer shall or, on an emergency basis, in accordance with Section 3.24(b),
the Special Servicer may, make such Advance unless such Master Servicer or the
Special Servicer, as applicable, determines, in accordance with the applicable
Servicing Standard, that such Property Advance would constitute a Nonrecoverable
Advance (provided that with respect to advancing insurance premiums or
delinquent tax assessments the applicable Master Servicer shall comply with the
provisions of the second to last paragraph in Section 3.24(d)) and if such
Master Servicer does not make any such Advance, the Trustee, to the extent the
Trustee has actual knowledge of such Master Servicer's failure to make such
Advance, shall make such Advance, unless in each case, the Special Servicer, the
applicable Master 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
applicable Master 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 applicable Master Servicer hereunder.
The Special Servicer, applicable Master 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 applicable
Master Servicer for deposit into its 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 Serviced 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 Serviced 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
      Serviced 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 Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust
Fund and, in the case of a Serviced Whole Loan with one or more Serviced Pari
Passu Companion Loans, on a pro rata basis as between the related Mortgage Loan
and any related Serviced Pari Passu Companion Loans (based on their respective
outstanding principal balances)) to the effect that such action will not cause
such Serviced 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, if any and, second, to the extent such expense remains unpaid, the related
Mortgage Loan, or in the case of a Serviced Whole Loan with one or more Serviced
Pari Passu Companion Loans, on a pro rata basis as between the related Mortgage
Loan and any related Serviced Pari Passu Companion Loans (based on their
respective outstanding principal balances)) and payable out of REO Proceeds, for
the operation and management of any Serviced REO Property, within 90 days of the
Trust Fund's acquisition thereof (unless the Special Servicer shall have
provided the Trustee and the Certificate Administrator with an Opinion of
Counsel that the operation and management of any Serviced REO Property other
than through an Independent Contractor shall not cause such Serviced 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,
(1) in the case of a Serviced Whole Loan with one or more Serviced Pari Passu
Companion Loans (but not a Serviced B Loan), on a pro rata basis as between the
related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based
on their respective outstanding principal balances), (2) in the case of a
Serviced Whole Loan with a Serviced B Loan (other than the Lincoln Square Whole
Loan), first, to the related Serviced B Loan and then, to the related Mortgage
Loan and (3) in the case of the Lincoln Square Whole Loan, first, to the related
Serviced B Loan and then, on a pro rata basis as between the related Mortgage
Loan and the related Serviced Pari Passu Companion Loan (based on their
respective outstanding principal balances), 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 Serviced
      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 on behalf of the
      Certificateholders or, in the case of a Serviced Whole Loan, the related
      Companion Loan Noteholders, with respect to the operation and management
      of any such Serviced 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 Serviced 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 a
Serviced REO Property on behalf of the Trust Fund, the Special Servicer shall
notify the applicable Master 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
and the Special Servicer has no actual knowledge of any material adverse change
in circumstances that, consistent with the applicable Servicing Standard, would
call into question the validity of such Updated Appraisal, in order to determine
the fair market value of such Serviced REO Property and shall notify the
Depositor and the applicable Master Servicer 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 Sequential Pay Certificates in reverse-sequential order) and,
(1) in the case of the Serviced Whole Loans, first, to the related Serviced B
Loan, if any and, second, to the extent such cost remains unpaid, to the related
Mortgage Loan, (2) in the case of a Serviced Whole Loan with one or more
Serviced Pari Passu Companion Loans (but not a Serviced B Loan), on a pro rata
basis as between the related Mortgage Loan and any related Serviced Pari Passu
Companion Loans (based on their respective outstanding principal balances), (3)
in the case of a Serviced Whole Loan with a Serviced B Loan (other than the
Lincoln Square Whole Loan), first, to the related Serviced B Loan and then, to
the related Mortgage Loan and (4) in the case of the Lincoln Square Whole Loan,
first, to the related Serviced B Loan and then, on a pro rata basis as between
the related Mortgage Loan and any related Serviced Pari Passu Companion Loan
(based on their respective outstanding principal balances). The Special Servicer
shall obtain a new Updated Valuation or a letter update every 12 months
thereafter until the Serviced REO Property is sold.

            (d) When and as necessary, the Special Servicer shall send to the
Certificate 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 Serviced REO Property in accordance with Sections 3.17(a) and 3.17(b).

            (e) Upon the disposition of any Serviced 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 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.

            (b) Within 60 days after a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) 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 applicable 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 applicable Servicing Standard. The Special
Servicer shall notify the Trustee, the Certificate Administrator, the applicable
Master 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, the expected recovery from the Mortgage Loan if the Special
Servicer were to pursue a workout strategy, 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 applicable 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) 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 (but not
any Serviced Companion 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 applicable
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 (other than a Person whose purchase of such Defaulted Loan would
violate the terms of any related Co-Lender Agreement or mezzanine intercreditor
agreement) at any time after the related Mortgage Loan becomes a Defaulted
Mortgage Loan. The transferor of any Purchase Option shall notify the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicers 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 after the fair value
of the related Mortgage Loan was determined as described in Section 3.18(b),
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.

            (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 applicable Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee at
least five days prior written notice thereof (the "Purchase Option Notice"), in
the form of Exhibit N 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, or any of their
respective Affiliates is identified in the Purchase Option Notice as the Person
expected to acquire the related Mortgage Loan, the applicable Master Servicer
shall determine (or, if the Special Servicer has made such determination, shall
confirm) the fair value and must retain a Third Party Appraiser to perform an
Appraisal (at the expense of the Trust Fund and, (1) in the case of a Serviced
Whole Loan with one or more Serviced Pari Passu Companion Loans (but not a
Serviced B Loan), on a pro rata basis as between the related Mortgage Loan and
any related Serviced Pari Passu Companion Loans (based on their respective
outstanding principal balances)), (2) in the case of a Serviced Whole Loan with
a Serviced B Loan (other than the Lincoln Square Whole Loan), first, to the
related Serviced B Loan and then, to the related Mortgage Loan or (3) in the
case of the Lincoln Square Whole Loan, first, to the related Serviced B Loan and
then, on a pro rata basis as between the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan (based on their respective outstanding
principal balances) and obtain from such third party a determination as soon as
reasonably practicable after the applicable Master Servicer has received the
written notice, of whether the Option Price represents fair value for the
Defaulted Mortgage Loan; provided that, if the applicable Master 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 such
Master 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 applicable Master Servicer shall be made in
accordance with the applicable Servicing Standard; provided that, absent
manifest error, the applicable Master Servicer may conclusively rely on the
opinion of the Third Party Appraiser in making such determination; provided
that, in choosing such Third Party Appraiser such Master Servicer shall use
reasonable care in accordance with the applicable Servicing Standard. In
determining the fair value of any Defaulted Mortgage Loan, the Third Party
Appraiser retained by the applicable Master 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, the expected recovery from the Mortgage Loan if a
workout strategy were pursued and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Third Party Appraiser retained by such Master Servicer shall refer to the
applicable Servicing Standard and all other relevant information delivered to it
by such Master Servicer or otherwise contained in the Mortgage File; provided
that the Third Party Appraiser retained by such Master 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 applicable Master
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 applicable Master 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
applicable Master 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 its 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 applicable 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 applicable 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 Serviced 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 Serviced 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 Serviced 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 Serviced 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 Trustee, the Certificate
Administrator, the Master Servicers and the Directing Certificateholder, not
less than ten Business Days' prior written notice of its intention to sell any
Serviced 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 Serviced REO Property pursuant hereto.

            (h) Whether any cash bid constitutes a fair price for any Serviced
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 or an Affiliate of the Special Servicer, and by the
Trustee, if the highest bidder is the Special Servicer or an Affiliate of 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 Serviced 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 or an Affiliate of the Special
Servicer is not making an offer with respect to a Serviced REO Property (or by
the applicable Master 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
Serviced 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 Serviced 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 Serviced
REO Property, the state of the local economy and the obligation to dispose of
any Serviced REO Property within the time period specified in Section 3.17(a).
The Repurchase Price (which, in connection with the administration of a Serviced
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 Serviced 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 Serviced REO
Property, and the applicable 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 applicable Collection Account or in the case of the Serviced
Whole Loans, the applicable Serviced Whole Loan Collection Account. Any sale of
a Serviced 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 Master Servicers, the Depositor 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 a Serviced 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, as a collective
whole, 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, as a collective whole.

            (l) Upon receipt of notice (i) that the Charles River Plaza North
Whole Loan has become a defaulted mortgage loan (in accordance with the COBALT
CMBS 2007-C3 Pooling and Servicing Agreement), the Controlling Class
Representative shall have the right to purchase only the Charles River Plaza
North Mortgage Loan from the Trust at a purchase price determined in accordance
with Section 3.19 of the COBALT CMBS 2007-C3 Pooling and Servicing Agreement (by
the parties set forth therein), and (ii) that any of the 85 Tenth Avenue Whole
Loan, the Georgian Towers Whole Loan or the USFS Industrial Distribution
Portfolio Whole Loan, as applicable, has become a defaulted mortgage loan (in
accordance with the COMM 2007-C9 Pooling and Servicing Agreement), the
Controlling Class Representative shall have the right to purchase only such
defaulted Mortgage Loan from the Trust at a purchase price determined in
accordance with Section 3.18 of the COMM 2007-C9 Pooling and Servicing Agreement
(by the parties set forth therein). Any such option shall be exercised in
accordance with and shall otherwise be on the same terms as the terms of the
related Other Pooling and Servicing Agreement.

            (m) The applicable Master Servicer shall promptly notify in writing
the holder of the Lincoln Square B Loan of any occurrences of the conditions set
forth in Section 4.03 of the related Co-Lender Agreement that would permit such
holder or its designee to purchase the Lincoln Square Mortgage Loan and the
Lincoln Square Pari Passu Loan. The Purchase Option with respect to each
Mortgage Loan with a related B Loan shall be subject to the purchase rights of
the holder of the related B Loan in accordance with the terms of and as set
forth in the related Co-Lender Agreement. With respect to each Serviced Whole
Loan with one or more Serviced Pari Passu Companion Loans, upon such Mortgage
Loan becoming a Defaulted Mortgage Loan, the applicable Master Servicer shall
promptly notify, in writing, each related Serviced Pari Passu Companion Loan
Noteholder (such notice shall include the option price for such Serviced Pari
Passu Companion Loan as determined by the Special Servicer based on the same
methodology for determining the fair value of the related Mortgage Loan) or if
such Serviced Pari Passu 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 Pari Passu 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.

            Section 3.19 Additional Obligations of Each Master Servicer and the
Special Servicer; Inspections. (a) Each Master Servicer (at its own expense)
(or, with respect to Specially Serviced Loans and Serviced REO Properties, the
Special Servicer) shall inspect or cause to be inspected each Mortgaged Property
securing a Mortgage Loan that it is servicing at such times and in such manner
as is consistent with the applicable 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 2008 (or at such decreased frequency
as each Rating Agency shall have confirmed in writing to the applicable Master
Servicer will not result a downgrade, qualification or withdrawal of the
then-current ratings assigned to any Class of the Certificates or 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; provided, further, that a Master Servicer
will not be required to inspect a Mortgaged Property that has been inspected in
the previous six months. The cost of each such inspection performed in
accordance with the applicable Servicing Standard by the Special Servicer shall
be paid by the Master Servicer as a Property Advance; provided, however, that if
such Advance would be a Nonrecoverable Advance, then the cost of such
inspections shall be an expense of the Trust (and if a Serviced Whole Loan is
involved, an expense of the holders of any related Serviced Companion Loan),
which expense shall first be reimbursed to the Trust (and if a Serviced Whole
Loan is involved, the holders of any related Serviced Companion Loan, in the
following manner: first, to the Trust and any Serviced Companion Loan that is a
Serviced Pari Passu Loan and then, to any Serviced B Loan) as an Additional
Trust Fund Expense. Each Master 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 securing
a Mortgage Loan that it is servicing and specifying the existence of any
material vacancies in such Mortgaged Property, any sale, transfer or abandonment
of such 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 applicable Mortgaged Property. The applicable Master
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 applicable Master Servicer or Special
Servicer, as applicable, that it does not want such reports.

            (b) With respect to each Mortgage Loan (other than the Non-Serviced
Mortgage Loans) or Serviced Whole Loan, the applicable Master 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, if any.

            (c) With respect to any Mortgage Loan (other than a Specially
Serviced Loan and a Non-Serviced Mortgage Loan or a previously Specially
Serviced Loan with respect to which the Special Servicer has waived or amended
the prepayment restrictions) for which the applicable Master Servicer has
accepted a voluntary Principal Prepayment (other than (A) in accordance with the
terms of the related Loan Documents, (B) in connection with the payment of
insurance proceeds or condemnation proceeds, (C) subsequent to a default under
the related Loan Documents (provided that the applicable Master Servicer
reasonably believes that acceptance of such prepayment is consistent with the
applicable Servicing Standard), (D) pursuant to applicable law or a court order,
or (E) at the request of or with the consent of the Directing Certificateholder)
resulting in a Prepayment Interest Shortfall, the applicable Master Servicer
shall deliver to the Certificate Administrator on each Servicer Remittance Date
for deposit in the Lower-Tier Distribution Account, without any right of
reimbursement therefor, a cash payment (a "Master Servicer Prepayment Interest
Shortfall"), in an amount equal to the lesser of (x) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with such voluntary
Principal Prepayments received in respect of the Mortgage Loans serviced by it
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 the Non-Serviced
Mortgage Loans) and (B) all Prepayment Interest Excess received during the
related Collection Period on the Mortgage Loans (other than a Specially Serviced
Loan and the Non-Serviced Mortgage Loans) serviced by the applicable Master
Servicer. The Master Servicers' obligations to pay any Master Servicer
Prepayment Interest Shortfall, and the rights of the Certificateholders to
offset of the aggregate Prepayment Interest Shortfalls against those amounts,
shall not be cumulative.

            (d) Each Master Servicer shall, as to each Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is secured by the
interest of the related Borrower under a ground lease, promptly (and in any
event within 60 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 applicable
Master Servicer.

            (e) Each Master Servicer shall, to the extent consistent with the
applicable Servicing Standard and permitted by the related Loan Documents, not
apply any funds with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan (whether arising in the form of a
holdback, earnout reserve, cash trap or other similar feature) to the prepayment
of the related Mortgage Loan or Serviced Whole Loan prior to an event of default
or reasonably foreseeable event of default with respect to such Mortgage Loan or
Serviced Whole Loan. Prior to an event of default or reasonably foreseeable
event of default any such amounts described in the immediately preceding
sentence shall be held by the applicable Master Servicer as additional
collateral for the related Mortgage Loan or Serviced Whole Loan.

            Section 3.20 Authenticating Agent. The Certificate Administrator may
appoint an Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Depositor 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 Depositor, 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
Certificate Administrator shall serve as the initial Authenticating Agent.

            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
Certificate 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 Certificate Administrator,
the Trustee, the Depositor and the Master Servicers. The Certificate
Administrator 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 Master Servicers. 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
Certificate Administrator may appoint a successor Authenticating Agent, which
shall be acceptable to the Master Servicers 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 Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an
unreimbursable expense of the Certificate Administrator, as applicable.

            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 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 Fitch, "BBB" from S&P and
"Baa2" from Moody's. Each Custodial Agreement may be amended only as provided in
Section 11.07. 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 [Reserved].

            Section 3.23 Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts. Each Master 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 relating to the Mortgage Loans it is
servicing (other than the Non-Serviced Mortgage Loans).

            Section 3.24 Property Advances. (a) Each Master 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 with respect to the
Mortgage Loans or Serviced Whole Loans that it is servicing. For purposes of
distributions to Certificateholders and compensation to the Master Servicers,
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 applicable Master 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 applicable Master
Servicer is required to make such Property Advance with respect to such
Specially Serviced Loan or Serviced REO Loan; provided, however, that the
Special Servicer shall be required to provide the applicable Master 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 Serviced REO Loan.

            (c) The applicable Master Servicer shall notify the Trustee and the
Certificate Administrator 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
applicable Master 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 upon which the applicable Master Servicer
may conclusively rely.

            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, a Master 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
applicable Master 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) 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, (iii) 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 applicable Master Servicer or
the Special Servicer) regarding the possibility and effects of future adverse
changes with respect to such Mortgaged Properties, (iv) estimate and consider
(consistent with the applicable Servicing Standard in the case of the applicable
Master Servicer or the Special Servicer) (among other things) future expenses
and (v) estimate and consider (among other things) the timing of recoveries.

            The applicable Master 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 applicable Master 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 applicable Master Servicer, the Special
Servicer or the Trustee, reflect current market conditions, and the applicable
Master Servicer or the Trustee, as applicable, and the Special Servicer cannot
agree on the appropriate downward adjustment to such Appraisal, the applicable
Master 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, if any, and second,
to the extent such expense remains unpaid, of the related Mortgage Loan, or in
the case of a Serviced Whole Loan with one or more Serviced Pari Passu Companion
Loans, on a pro rata basis as between the related Mortgage Loan and any related
Serviced Pari Passu Companion Loans (based each loan's principal balances).

            Any determination by a Master 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 such Master Servicer or the Special Servicer
by a certificate of a Servicing Officer delivered to the other, to the other
Master Servicer, to the Trustee, to the Certificate 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 Certificate
Administrator, the Master Servicers and the Special Servicer, which in each case
sets forth such nonrecoverability determination and the considerations of the
applicable Master 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 applicable Master
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 applicable Servicing Standard, that any
Property Advance previously made or proposed to be made is nonrecoverable and
shall deliver to such Master Servicer, the Certificate Administrator and the
Trustee notice of such determination. Any such determination shall be conclusive
and binding on the applicable Master 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 applicable Master Servicer or
the Special Servicer) may obtain, at the expense of the Trust (and, in the case
of any Serviced Whole Loan, first at the expense of any related Serviced B Loan,
if any, and second, to the extent such expense remains unpaid, of the related
Mortgage Loan, or in the case of a Serviced Whole Loan with one or more Serviced
Pari Passu Companion Loans, on a pro rata basis as between the related Mortgage
Loan and any related Serviced Pari Passu Companion Loans (based on their
respective outstanding principal balances)), 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 and the Certificate
Administrator shall be entitled to rely conclusively on any determination by the
applicable Master Servicer and shall be bound by any nonrecoverability
determination of the Special Servicer, as applicable, that a Property Advance,
if made, would be a Nonrecoverable Property Advance and (ii) the applicable
Master 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 applicable Master Servicer hereunder.

            With respect to the payment of insurance premiums and delinquent tax
assessments, in the event that a Master Servicer determines that a Property
Advance of such amounts would constitute a Nonrecoverable Advance, such Master
Servicer shall deliver notice of such determination to the Trustee, the
Certificate Administrator and the Special Servicer. Upon receipt of such notice,
the Special Servicer shall determine (with the reasonable assistance of such
Master 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, as a collective whole. 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
applicable Master Servicer in writing to make such payment and such Master
Servicer shall make such payment, to the extent of available funds, from amounts
in its 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, a Master Servicer may elect (but shall not be required) to make a payment
out of its Collection Account to pay for certain expenses specified in this
sentence notwithstanding that such Master 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 Serviced
REO Loans, the Special Servicer has notified the applicable Master 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 applicable Master Servicer determines in
accordance with the applicable Servicing Standard (as evidenced by a certificate
of a Servicing Officer delivered to the Trustee and the Certificate
Administrator) 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 applicable
Master Servicer may elect to obtain reimbursement of Nonrecoverable Property
Advances from the Trust Fund in accordance with Section 3.06.

            (e) Each Master 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 each Master 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, (i) pursuant to the COBALT CMBS
2007-C3 Pooling and Servicing Agreement, the COBALT CMBS 2007-C3 Servicer is
obligated to make servicing advances with respect to the Charles River Plaza
North Mortgage Loan and (ii) pursuant to the COMM 2007-C9 Pooling and Servicing
Agreement, the COMM 2007-C9 Servicer is obligated to make servicing advances
with respect to the 85 Tenth Avenue Mortgage Loan, the Georgian Towers Mortgage
Loan and the USFS Industrial Distribution Portfolio Mortgage Loan. The related
Other Servicer or, to the extent such party has made an advance, the related
Other Special Servicer, the related Other Trustee or fiscal agent or other
Persons making advances under the related 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 related Other Pooling and Servicing Agreement) in the manner set forth in
the related Other Pooling and Servicing Agreement and the related Co-Lender
Agreement, as applicable.

            Section 3.25 Appointment of Special Servicer. (a) LNR Partners 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 (including each Specially Serviced Loan that is a
Serviced Whole Loan); provided, that, with respect to a Serviced Whole Loan, 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
Certificate 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 Master Servicers or the Trustee of their respective obligations to
make Advances as set forth herein; provided, however, the Master Servicers 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).

            (d) If a replacement special servicer is appointed with respect to a
Serviced Whole Loan or any related REO Property in accordance with Section
3.25(b) such that there are multiple parties acting as Special Servicer
hereunder, then, unless the context clearly requires otherwise: (i) when used in
the context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term "Special Servicer"
shall mean the applicable Serviced Whole Loan Special Servicer, insofar as such
duties and obligations relate to the subject Serviced Whole Loan or any related
REO Property, and shall mean the General Special Servicer (as defined below), in
all other cases (provided that, in Section 3.16, Article VII, Section 10.11,
Section 10.12 and Section 10.13, the term "Special Servicer" shall mean each of
the Serviced Whole Loan Special Servicers and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information,
funds, documents, instruments and/or other items, the term "Special Servicer"
shall mean the applicable Serviced Whole Loan Special Servicer, insofar as such
information, funds, documents, instruments and/or other items relate to the
subject Serviced Whole Loan or any related REO Property, and shall mean the
General Special Servicer, in all other cases; (iii) when used in the context of
granting the Special Servicer the right to purchase Defaulted Mortgage Loans
pursuant to Section 3.18, the term "Special Servicer" shall mean the General
Special Servicer only; (iv) when used in the context of granting the Special
Servicer the right to purchase all of the Mortgage Loans and all other property
held by the Trust Fund pursuant to Section 9.01, the term "Special Servicer"
shall mean the General Special Servicer only; (v) when used in the context of
the Special Servicer being replaced, pursuant to Section 3.25(b), by the
applicable Directing Certificateholder, the term "Special Servicer" shall mean
the General Special Servicer or the Serviced Whole Loan Special Servicer, if
applicable; (vi) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean each of the Serviced Whole Loan Special
Servicers and the General Special Servicer; and (vii) when used in the context
of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the applicable Serviced Whole Loan Special Servicer or the
General Special Servicer, as applicable.

            References in this Section 3.25(d) to "General Special Servicer"
mean the Person performing the duties and obligations of special servicer with
respect to the Mortgage Pool (exclusive of any Serviced Whole Loan or related
REO Property as to which a different Serviced Whole Loan Special Servicer has
been appointed with respect thereto).

            Section 3.26 Transfer of Servicing Between Each Master Servicer and
the 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 the a Non-Serviced Mortgage Loan)
or Serviced Whole Loan of which the applicable Master Servicer may have notice,
such Master Servicer shall promptly give notice thereof to the Special Servicer,
the Certificate Administrator, the Trustee, the related Mortgage Loan Seller,
the Controlling Class Certificateholders and, if applicable, the related
Serviced Companion Loan Noteholders and shall use efforts in accordance with the
Servicing Standard 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 applicable Master Servicer shall use efforts in accordance
with the Servicing Standard to comply with the preceding sentence within five
Business Days of the date it has notice of the occurrence of any event specified
in the definition of Specially Serviced Loan and in any event shall continue to
act as applicable Master 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 or Serviced Whole
Loan that becomes a Specially Serviced Loan, the applicable Master Servicer
shall instruct the related Borrower to continue to remit all payments in respect
of such Mortgage Loan or Serviced Whole Loan to the applicable Master Servicer.
The applicable Master 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 applicable Master 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 applicable Master
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.

            (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 applicable Master 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 Master Servicers are required to furnish a report under Section 3.13(a) to
the Certificate Administrator, the Special Servicer shall deliver to the
Certificate Administrator, with a copy to the Trustee and the Master Servicers,
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 Serviced 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 each Master Servicer, the Certificate Administrator or the
Trustee reasonably request, to enable it to perform its duties under this
Agreement. Such statement and information shall be furnished to the applicable
Master Servicer in writing and/or in such electronic media as is acceptable to
such Master Servicer.

            (d) Notwithstanding the provisions of the preceding Section 3.26(c),
each Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing
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 applicable Master Servicer with any information
reasonably required by such Master Servicer to perform its duties under this
Agreement.

            (e) [Reserved.]

            (f) No later than 30 days after a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan becomes a Specially
Serviced Loan, the Special Servicer shall deliver to each Rating Agency, the
Master Servicers, 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 applicable
      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 workout, restructure or debt
      forgiveness) and returned to the applicable Master Servicer for regular
      servicing or foreclosed or otherwise realized upon (including any proposed
      sale of a Defaulted Mortgage Loan or Serviced 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 applicable Servicing Standard.

            If within 10 Business Days of receiving an Asset Status Report, the
Controlling Class Representative 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
applicable Servicing Standard (taking into consideration the best interests of
all the Certificateholders and, with respect to any Serviced Whole Loan, the
related Serviced Companion Loan Noteholders, as a collective whole) 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, each related Serviced Companion Loan
Noteholder, the Rating Agencies and the applicable Master 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 applicable
Servicing Standard, that such objection is not in the best interests of all the
Certificateholders and the related Serviced Companion Loan Noteholders, if
applicable, as a collective whole. 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 applicable 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 Trustee and the Certificate Administrator) if
(i) the estimated sales proceeds, foreclosure proceeds, workout 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
applicable 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, and not the Controlling Class Representative, shall
be entitled to a comparable Asset Status Report and the related approval of this
Section 3.26(f) (subject to the limitations contained herein), 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 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 applicable 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 applicable 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 applicable
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
Master Servicers, the Special Servicer, the Depositor, the Mortgage Loan
Sellers, the Trust Fund, the Certificate Administrator, 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,
Certificate Administrator's, Trustee's or either Master 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 Special Servicer may, subject to the applicable Servicing
Standard and with the consent of the Directing Certificateholder, extend the
maturity of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan that is not, at the time of such extension, a Specially
Serviced 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 Special Instructions for the Applicable Master Servicer
and/or Special Servicer. (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 applicable Master 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, 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, or in the case of a
Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances)).

            (b) Each Master Servicer shall send written notice to each Borrower
and the related Manager and clearing bank relating to a Mortgage Loan that it is
servicing that, if applicable, it and/or the Trustee has been appointed as the
"Designee" of the "Lender" under any related Lock-Box Agreement.

            (c) [Reserved.]

            (d) [Reserved.]

            (e) Without limiting the obligations of the Master Servicers
hereunder with respect to the enforcement of a Borrower's obligations under the
related Loan Documents, each Master Servicer agrees that it shall, in accordance
with the applicable Servicing Standard, enforce the provisions of the Loan
Documents relating to the Mortgage Loans that it is servicing 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 applicable Master Servicer shall require the related Borrower
to pay such fee to the extent not inconsistent with 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, (1) in the
case of any Mortgage Loan other than a Mortgage Loan which is part of a Serviced
Whole Loan, the Trust Fund, (2) in the case of a Serviced Whole Loan with one or
more Serviced Pari Passu Companion Loans (but not a Serviced B Loan), on a pro
rata basis as between the related Mortgage Loan and any related Serviced Pari
Passu Companion Loans (based on their respective outstanding principal balances)
(3) in the case of a Serviced Whole Loan with a Serviced B Loan (other than the
Lincoln Square Whole Loan), first, to the related Serviced B Loan and then, to
the related Mortgage Loan or (4) in the case of the Lincoln Square Whole Loan,
first, to the related Serviced B Loan and then, on a pro rata basis as between
the related Mortgage Loan and the related Serviced Pari Passu Companion Loan
(based on their respective outstanding principal balances), the costs of which
may be advanced as a Property Advance.

            (g) The applicable Master Servicer shall, in accordance with the
applicable 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 the related Co-Lender Agreement (but in the case of any Serviced B
Loan, subject to Section 1.02). 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 the lesser of 5% of the Stated
Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000,
or with respect to any Mortgage Loan that is one of the ten largest Mortgage
Loans based on Stated Principal Balance, to the extent not inconsistent with the
related Mortgage Loan or Serviced Whole Loan, a Master Servicer shall not
consent to a change of franchise affiliation with respect to a Mortgaged
Property or the property manager with respect to a Mortgaged Property unless
such Master Servicer obtains written confirmation from Fitch, 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.

            (i) With respect to certain Mortgage Loans originated or acquired by
GACC and subject to defeasance, GACC has transferred to a third party, 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"). In the event the applicable Master Servicer receives notice of a
defeasance request with respect to a Mortgage Loan that provides for GACC
Defeasance Rights and Obligations, the applicable Master Servicer shall provide,
upon receipt of such notice, written notice of such defeasance request 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. In the
event that the successor borrower is not designated or formed by CDHC, LLC or
any affiliate or successor thereto, the successor borrower shall be reasonably
acceptable to the applicable Master Servicer in accordance with the applicable
Servicing Standard.

            (j) With respect to the Lincoln Square Whole Loan, the Lincoln
Square Intercreditor Agreement permits the related Directing Certificateholder
to direct the Special Servicer to retain an appraiser reasonably satisfactory to
such Directing Certificateholder to prepare a second appraisal of the related
Mortgaged Property at the expense of such Directing Certificateholder. If the
appraised value of the related Mortgaged Property as determined based on such
second appraisal differs from that used in determining the Appraisal Reduction
Amount by more than 10%, the Special Servicer shall be required to direct the
appraisers to jointly appoint a third appraiser, at the expense of the related
Directing Certificateholder, to reconcile the differences between the appraised
values determined under each appraisal; provided that, until the determination
of such third appraiser is rendered, the appraised value of the related
Mortgaged Property set forth in the first appraisal will be used to calculate
any Appraisal Reduction Amount with respect to the Lincoln Square Whole Loan;
and provided, further that, the determination of such third appraiser will be
the final and binding determination of the appraised value of the related
Mortgaged Property until the preparation of a new appraisal, if any, is required
in accordance with this Agreement and the Lincoln Square Intercreditor
Agreement.

            In addition, with respect to the Lincoln Square Mortgage Loan, any
Lincoln Square Reserve Collateral posted by the related B Loan Noteholder shall
offset or be taken into account in the calculation of any Appraisal Reduction
Amount with respect to the Lincoln Square Whole Loan as and to the extent
contemplated by the Lincoln Square Intercreditor Agreement.

            Section 3.29 Certain Rights and Obligations of the Special Servicer.
(a) In addition to its rights and obligations with respect to Specially Serviced
Loans, the Special Servicer has the right, whether or not the applicable
Mortgage Loan is a Specially Serviced Loan, to approve (i) certain modifications
to the extent described under Section 3.30 and (ii) certain waivers of
due-on-sale or due-on-encumbrance clauses as described above under Section 3.09.
With respect to non-Specially Serviced Loans, each Master 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 and analysis (other
than with respect to requests for assumptions and waivers of due-on-sale and
due-on-encumbrance clauses, such requests being processed directly by the
Special Servicer) and any other information or documents reasonably requested by
the Special Servicer (to the extent such information or documents are in each
such Master Servicer's possession). Subject to Section 3.09(c), the Special
Servicer shall have 10 Business Days (from the date that the Special Servicer
receives the information it requested from the applicable Master Servicer) to
analyze and make a recommendation with respect to a Request for Approval with
respect to a non Specially Serviced Loan and, prior to the end of such 10
Business Day period, is required to notify the Controlling Class Representative
and each Serviced Companion Loan Noteholder of such Request for Approval and its
recommendation with respect thereto. Following such notice, the Controlling
Class Representative shall have 5 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 by 5 p.m. on the 5th Business Day after such request, the Special
Servicer or the related Master Servicer, as applicable, 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 applicable Master Servicer may deem its recommendation
approved by the Special Servicer. With respect to a Specially Serviced 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 by 5 p.m. on the 10th Business Day after such request, the Special
Servicer may deem its recommendation approved by the Controlling Class
Representative. Notwithstanding the foregoing, (i) with respect to any Serviced
Whole Loan, the Directing Certificateholder (and not the Controlling Class
Representative) 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 Co-Lender Agreement and (ii) if the Special Servicer determines that
immediate action is necessary to protect the interests of the Certificateholders
(as a collective whole) it need not wait for a response from the Controlling
Class Representative or Directing Certificateholder, as applicable.

            (b) Neither the Master Servicers 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 any one of them to violate
applicable law, the terms of any Mortgage Loan, this Agreement, including the
applicable Servicing Standard, or the REMIC Provisions or that would (i) expose
a Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller,
the Trust Fund, the Trustee, the Certificate Administrator or their respective
Affiliates, officers, directors, employees or agents to any claim, suit or
liability, (ii) materially expand the scope of a Master Servicer's or the
Special Servicer's responsibilities, or (iii) cause a Master Servicer or the
Special Servicer to act, or fail to act, in a manner that is not in the best
interests of the Certificateholders.

            (c) The applicable Master 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 Loan, which
is delinquent, has been placed on a "Watch List" or has been identified by such
Master Servicer or the Special Servicer as exhibiting deteriorating performance.

            Section 3.30 Modification, Waiver, Amendment and Consents. (a)
Subject to Sections 3.29, 3.30(g), 3.30(n), 3.31 and 3.32, and, if applicable,
each Co-Lender Agreement, the Master Servicers 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) or Serviced Companion 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), 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 applicable Master Servicer or
      Special Servicer, as applicable, may be entitled to as additional
      compensation under this Agreement, neither the applicable Master 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
      3.32) 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
      applicable Master Servicer's or the Special Servicer's, as applicable,
      good faith and reasonable judgment, in accordance with the applicable
      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 or as permissible in the Loan Documents, such as the reduction or
      removal of a letter of credit or reserve account); 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 3.32) 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 applicable 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 Certificate Administrator, the Trustee 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 the date occurring later
      than the earlier of (A) two years prior to the Rated Final Distribution
      Date (or in the case of an ARD Loan, five years prior to the Rated Final
      Distribution Date) and (B) in the case of a Specially Serviced 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) the Special Servicer may permit any material 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 only if it consults with counsel to obtain advice
      regarding whether an Opinion of Counsel is advisable and if it is
      determined by the Special Servicer to be necessary, provides the Trustee
      and the Certificate Administrator with an Opinion of Counsel (at the
      expense of the related Borrower or such other Person requesting such
      modification or, if such expense cannot be collected from the related
      Mortgagor or such other Person, to be paid by the applicable Master
      Servicer as a Servicing Advance) that the contemplated waiver,
      modification or amendment (A) would not be a "significant modification" of
      such Mortgage Loan within the meaning of Treasury Regulations Section
      1.860G-2(b) and (B) will not cause (x) either the Lower-Tier REMIC or the
      Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or
      (y) either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to
      any tax under the REMIC Provisions;

            (iv) neither the Master Servicers 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 applicable Master Servicer or the Special
      Servicer, as applicable, shall have first determined, in its reasonable
      and good faith judgment, in accordance with the applicable Servicing
      Standard, based upon a Phase I environmental assessment (and such
      additional environmental testing as the applicable Master 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 applicable Master Servicer nor the Special Servicer
      shall release or substitute any collateral securing an outstanding
      Performing Loan except as provided in Section 3.10(i), or as expressly
      provided in the related Loan Documents, and except in the case of a
      release where (A) the use of the collateral to be released will not, in
      such Master 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 such Master
      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, any related Serviced Companion Loan
      Securities (as confirmed in writing by each Rating Agency and any other
      rating agency that is then rating any related Serviced Companion Loan
      Securities);

provided that notwithstanding clauses (i) through (v) above, neither the
applicable Master 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 applicable Master 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 3.32, or as
otherwise required under the related Loan Documents.

            (b) Neither the applicable Master 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, as a collective whole, 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 applicable Servicing Standard by the applicable Master Servicer or the
Special Servicer, as applicable, and such Master 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 waivers of notice
periods, all material modifications, waivers and amendments of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) or any Serviced Whole Loan in
accordance with this Section 3.30, in Section 3.31 (with respect to the Mortgage
Loan identified on the Mortgage Loan Schedule as "Great Escape Lodge") or in
Section 3.32 (with respect to the Serviced Whole Loans) shall be in writing.

            (e) The applicable Master Servicer or the Special Servicer, as
applicable, shall notify the Trustee and the Certificate Administrator in
writing, of any modification, waiver, material consent or amendment of any term
of any Mortgage Loan (other than a Non-Serviced 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 applicable Master Servicer or the Special Servicer may
(subject to the applicable 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
(other than a Non-Serviced 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 applicable
Master 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 Sections 3.32, 3.33, 3.34 and 3.35,
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 Master Servicers shall not
permit the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan (other than a Non-Serviced 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 applicable Master 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) (including U.S.
government agency securities if such securities are eligible defeasance
collateral under then current guidelines of the Rating Agencies) 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 applicable Master 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 such Master 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 applicable Servicing Standard, the applicable Master
Servicer shall establish and maintain one or more accounts (the "Defeasance
Accounts"), into which all payments received by such Master 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 applicable Master
Servicer permit such amounts to be maintained in the Defeasance Account for a
period in excess of 12 months, unless such amounts are reinvested by such Master
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 applicable Master Servicer
shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into its 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 applicable Master Servicer permit
such amounts to be maintained in its 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) Any right to take any action, grant or withhold any consent or
otherwise exercise any right, election or remedy afforded the Directing
Certificateholder under this Agreement may, unless otherwise expressly provided
herein to the contrary, be affirmatively waived by the Directing
Certificateholder by written notice given to the Trustee, the Certificate
Administrator or Master Servicer, as applicable. Upon delivery of any such
notice of waiver given by the Directing Certificateholder, any time period
(exclusive or otherwise) afforded the Directing Certificateholder to exercise
any such right, make any such election or grant or withhold any such consent
shall thereupon be deemed to have expired with the same force and effect as if
the specific time period set forth in this Agreement applicable thereto had
itself expired. In the event the applicable Master Servicer or Special Servicer
determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder would cause such Master 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 applicable Servicing Standard, the applicable
Master Servicer or Special Servicer shall disregard such refusal to consent or
advice and notify the Directing Certificateholder, the Trustee, the Certificate
Administrator 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 Serviced REO Loan shall be performed by the Special Servicer
and not the Master Servicers, 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) [Reserved]

            (n) For any Mortgage Loan and Serviced Whole Loan (other than a
Specially Serviced Loan and the Non-Serviced Mortgage Loans), subject to the
rights of the Special Servicer set forth in this Section 3.30 and in Section
3.31, and further subject to the rights of the Directing Certificateholder set
forth herein, including in Section 3.32 and, with respect to any Serviced Whole
Loan, further subject to the rights of the related Serviced B Loan Noteholder(s)
under the related Co-Lender Agreement, the applicable Master Servicer, without
the consent of the Special Servicer (except in the case of clause (vii) below,
provided that the Special Servicer shall be deemed to have consented hereto if
no response is received from the Special Servicer within 5 Business Days of such
request) or the Directing Certificateholder, as applicable, shall be responsible
to determine whether to consent or approve any request by a Mortgagor with
respect to:

            (i) approving routine leasing activity with respect to any lease for
      less than the lesser of (A) 30,000 square feet and (B) 30% of the related
      Mortgaged Property;

            (ii) approving any waiver affecting the timing of receipt of
      financial statements from any Borrower; provided that such financial
      statements are delivered no less than quarterly and within 60 days after
      the end of the calendar quarter;

            (iii) approving annual budgets for the related Mortgaged Property;
      provided that no such budget (A) provides for the payment of operating
      expenses in an amount equal to more than 110% of the amounts budgeted
      therefor for the prior year or (B) provides for the payment of any
      material expenses to any affiliate of the Borrower (other than the payment
      of a management fee to any property manager if such management fee is no
      more than the management fee in effect on the Cut-off Date);

            (iv) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Mortgage Loan requiring a
      specified number of days notice prior to a Principal Prepayment;

            (v) approving modifications, consents or waivers (except as provided
      for in Section 3.30(a)(i)-(v)) in connection with a defeasance subject to
      the requirements set forth in Section 3.09(g);

            (vi) approving consents with respect to non-material rights-of-way
      and non-material easements and consent to subordination of the related
      Mortgage Loan or Serviced Whole Loan to such non-material rights-of-way or
      easements;

            (vii) granting waivers of minor covenant defaults (other than
      financial covenants);

            (viii) approving a change of the property manager at the request of
      the related borrower so long as (a) the successor property manager is not
      affiliated with the borrower and is a nationally or regionally recognized
      manager of similar properties, and (b) the subject Mortgage Loan does not
      have an outstanding principal balance in excess of the lesser of
      $5,000,000 or 2% of the then aggregate principal balance of the Mortgage
      Loans;

            (ix) subject to the satisfaction of any conditions precedent set
      forth in the related Loan Documents, approving disbursements of any
      earnout or holdback amounts in accordance with the related Loan Documents
      with respect to certain Mortgage Loans other than those Mortgage Loans
      identified on Exhibit Y hereto; and

            (x) any non-material modifications, waivers or amendments not
      provided for in clauses (i) through (x) above, which are necessary to cure
      any ambiguities or to correct scrivener's errors in the terms of the
      related Mortgage Loan.

provided, however, in the case of any Serviced Whole Loan, the applicable Master
Servicer shall provide written notice of such action to the related Serviced B
Loan Noteholder(s); and provided, further, that the applicable Master Servicer
shall promptly notify the Special Servicer of any requests not subject to this
Section 3.30(n) for which the Special Servicer is responsible pursuant to this
Section 3.30 or Section 3.31 and shall deliver to the Special Servicer (which
delivery may be by electronic transmission in a format acceptable to such Master
Servicer and Special Servicer) a copy of the request, and all information in the
possession of such Master Servicer that the Special Servicer may reasonably
request related thereto. For the avoidance of doubt, and without limiting the
generality of the foregoing, any request for the disbursement of earnouts or
holdback amounts with respect to (i) any Specially Serviced Loan shall be
processed by the Special Servicer and (ii) any Mortgage Loan listed on Exhibit Y
received by the applicable Master Servicer shall be processed by such Master
Servicer and submitted to the Special Servicer for approval (which approval
shall be deemed given if the request is not denied by the Special Servicer in
writing to the applicable Master Servicer within ten (10) Business Days of the
Special Servicer's receipt of such request). For purposes of this Agreement,
"disbursement of earnouts or holdback amounts" shall mean the disbursement or
funding to a borrower of previously unfunded, escrowed or otherwise reserved
portions of the loan proceeds of the applicable Mortgage Loan until certain
conditions precedent thereto relating to the satisfaction of performance-related
criteria (i.e., project reserve thresholds, lease-up requirements, sales
requirements, etc.), as set forth in the applicable loan documents, have been
satisfied.

            Section 3.31 Matters Relating to Certain Mortgage Loans.

            Notwithstanding anything herein to the contrary, with respect to the
Mortgage Loan identified on the Mortgage Loan Schedule as "Great Escape Lodge,"
the Special Servicer shall be responsible to determine whether to consent or
approve any request of the related Borrower (in each case as specifically set
forth in the related Loan Documents): (i) for the release of the "Release
Parcel" (as such term is defined in the related Loan Documents) from the lien of
the related Mortgage, (ii) to make more than $1,000,000 of Permitted Alterations
(as such term is defined in the related Loan Documents) in one calendar year or
(iii) to make Permitted Alterations that are not (a) in connection with an
expansion of the waterpark or (b) desirable to maintain the waterpark as a first
class facility that will remain competitive with similar waterparks.

            Section 3.32 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 under this
Agreement, the applicable Master 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) Each Master Servicer shall maintain a register (the "Serviced
Companion Loan Noteholder Register") on which such Master 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 such Master
Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan
Noteholder has agreed to inform the applicable Master 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 either Master 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 applicable Master Servicer, the applicable Master
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.

            Each Master Servicer shall promptly provide the names and addresses
of any Serviced Companion Loan Noteholder to any party hereto, any related B
Loan Noteholder or any successor thereto upon written request, and any such
party or successor may, without further investigation, conclusively rely upon
such information. The Master Servicers shall have no liability to any Person for
the provision of any such names and addresses.

            (c) The Directing Certificateholder shall not owe any fiduciary duty
to the Trustee, any Master 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) With respect to any Serviced Whole Loan, the Directing
Certificateholder shall be entitled to exercise the consent rights, cure rights
and purchase rights, as applicable, to the extent set forth in the applicable
Co-Lender Agreement, in accordance with the terms of the related Co-Lender
Agreement and this Agreement.

            (e) The applicable Master Servicer shall deliver, or cause to be
delivered, to the Certificate Administrator, promptly following receipt thereof,
any servicing reports received from the COBALT CMBS 2007-C3 Servicer, the COBALT
CMBS 2007-C3 Special Servicer or the COBALT CMBS 2007-C3 Trustee with respect to
the Charles River Plaza North Whole Loan.

            Promptly following the Closing Date, the Certificate Administrator
shall send written notice, accompanied by a copy of an executed version of this
Agreement, with respect to the Charles River Plaza North Mortgage Loan, to each
of the COBALT CMBS 2007-C3 Servicer, the COBALT CMBS 2007-C3 Special Servicer
and the COBALT CMBS 2007-C3 Trustee stating that, as of the Closing Date, the
Trustee is the holder of the Charles River Plaza North Mortgage Loan and
directing each such recipient to remit to the COBALT CMBS 2007-C3 Servicer all
amounts payable to, and to forward, deliver or otherwise make available, as the
case may be, to the COBALT CMBS 2007-C3 Servicer all reports, statements,
documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Charles River Plaza
North Mortgage Loan under the Charles River Plaza North Intercreditor Agreement
and the COBALT CMBS 2007-C3 Pooling and Servicing Agreement to the Certificate
Administrator. Such notice shall also provide contact information for the
Certificate Administrator, the Trustee, the COBALT CMBS 2007-C3 Servicer, the
Special Servicer and the Directing Certificateholder.

            In the event that the COBALT CMBS 2007-C3 Servicer, COBALT CMBS
2007-C3 Special Servicer or COBALT CMBS 2007-C3 Trustee shall be replaced in
accordance with the terms of the COBALT CMBS 2007-C3 Pooling and Servicing
Agreement, promptly upon notice thereof, the COBALT CMBS 2007-C3 Servicer and
the Special Servicer shall, upon request, acknowledge its successor as the
successor to the related COBALT CMBS 2007-C3 Servicer, COBALT CMBS 2007-C3
Special Servicer or COBALT CMBS 2007-C3 Trustee, as the case may be.

            (f) The applicable Master Servicer shall deliver, or cause to be
delivered, to the Certificate Administrator, promptly following receipt of any
servicing reports from the COMM 2007-C9 Servicer, the COMM 2007-C9 Special
Servicer or the COMM 2007-C9 Trustee with respect to each of the USFS Industrial
Distribution Portfolio Whole Loan, the 85 Tenth Avenue Whole Loan and the
Georgian Towers Whole Loan.

            Promptly following the Closing Date, the Certificate Administrator
shall send written notice, accompanied by a copy of an executed version of this
Agreement, with respect to each of the USFS Industrial Distribution Portfolio
Mortgage Loan, the 85 Tenth Avenue Mortgage Loan and the Georgian Towers
Mortgage Loan, to each of the COMM 2007-C9 Servicer, the COMM 2007-C9 Special
Servicer and the COMM 2007-C9 Trustee stating that, as of the Closing Date, the
Trustee is the holder of each of the USFS Industrial Distribution Portfolio
Mortgage Loan, the 85 Tenth Avenue Mortgage Loan and the Georgian Towers
Mortgage Loan and directing each such recipient to remit to the COMM 2007-C9
Servicer all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to the COMM 2007-C9 Servicer all reports,
statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of each of the
USFS Industrial Distribution Portfolio Mortgage Loan, the 85 Tenth Avenue
Mortgage Loan and the Georgian Towers Mortgage Loan under the related Co-Lender
Agreement and the COMM 2007-C9 Pooling and Servicing Agreement to the
Certificate Administrator. Such notice shall also provide contact information
for the Certificate Administrator, the Trustee, the COMM 2007-C9 Servicer, the
Special Servicer and the Directing Certificateholder.

            In the event that the COMM 2007-C9 Servicer, COMM 2007-C9 Special
Servicer or COMM 2007-C9 Trustee shall be replaced in accordance with the terms
of the COMM 2007-C9 Pooling and Servicing Agreement, promptly upon notice
thereof, the COMM 2007-C9 Servicer and the Special Servicer shall, upon request,
acknowledge its successor as the successor to the related COMM 2007-C9 Servicer,
COMM 2007-C9 Special Servicer or COMM 2007-C9 Trustee, as the case may be.

            (g) The Special Servicer (if any Serviced Companion Loan is a
Specially Serviced Loan or has become a Serviced REO Loan) or the applicable
Master Servicer (otherwise), as applicable, shall take all actions relating to
the servicing and/or administration of, and (subject to Section 3.13, Section
3.19 and the following paragraph)) the preparation and delivery of reports and
other information with respect to, the Serviced Whole Loan related to any
Serviced Companion Loan or any related REO Property required to be performed by
the holder of the related Mortgage Loan or contemplated to be performed by a
servicer, in any case pursuant to and as contemplated by the related Co-Lender
Agreement and/or any related mezzanine intercreditor agreement. In addition
notwithstanding anything herein to the contrary, the following considerations
shall apply with respect to the servicing of a Serviced Companion Loan:

            (i) none of the applicable Master Servicer, the Special Servicer or
      the Trustee shall make any P&I Advance with respect to the Serviced
      Companion Loan; and

            (ii) the applicable Master Servicer and the Special Servicer shall
      each consult with and obtain the consent of the related Serviced Companion
      Loan Noteholder(s) to the extent required by the related Co-Lender
      Agreement.

            The applicable Master Servicer shall timely provide to each related
Serviced Companion Loan Noteholder any reports or notices required to be
delivered to such Serviced Companion Loan Noteholder pursuant to the related
Co-Lender Agreement, and the Special Servicer shall cooperate with the
applicable Master Servicer in preparing/delivering any such report or notice
with respect to special servicing matters.

            If any Serviced Companion Loan or any portion thereof or any
particular payments thereon are included in a REMIC or a "grantor trust" (within
the meaning of the Grantor Trust Provisions), then neither the applicable Master
Servicer nor the Special Servicer shall knowingly take any action that would
result in the equivalent of an Adverse REMIC Event with respect to such REMIC or
the equivalent of an Adverse Grantor Trust Event with respect to such grantor
trust, as the case may be.

            The parties hereto acknowledge that a Serviced Companion Loan
Noteholder shall not (1) owe any fiduciary duty to the Trustee, the Certificate
Administrator, any Master Servicer, the Special Servicer or any
Certificateholder or (2) have any liability to the Trustee or the
Certificateholders for any action taken, or for refraining from the taking of
any action pursuant to the related Co-Lender Agreement or the giving of any
consent or for errors in judgment. Each Certificateholder, by its acceptance of
a Certificate, shall be deemed to have confirmed its understanding that a
Serviced Companion Loan Noteholder (i) may take or refrain from taking actions
that favor its interests or the interests of its affiliates over the
Certificateholders, (ii) may have special relationships and interests that
conflict with the interests of the Certificateholders and shall be deemed to
have agreed to take no action against a Serviced Companion Loan Noteholder or
any of its officers, directors, employees, principals or agents as a result of
such special relationships or conflicts, and (iii) shall not be liable by reason
of its having acted or refrained from acting solely in its interest or in the
interest of its affiliates.

            The parties hereto recognize and acknowledge the respective rights
of each Serviced Companion Loan Noteholder under the related Co-Lender
Agreement. In particular, and without limiting the foregoing, the parties
hereto, the Controlling Class Representative, by its acceptance of its rights
and obligations set forth herein, and each Certificateholder, by its acceptance
of a Certificate, hereby acknowledge the right of a Serviced Companion Loan
Noteholder, upon the occurrence of certain specified events under the related
Co-Lender Agreement, to purchase the related Mortgage Loan from the Trust,
subject to the terms, conditions and limitations set forth in, and at the price
specified in the related Co-Lender Agreement, and the parties hereto agree to
take such actions contemplated by such Co-Lender Agreement as may be expressly
contemplated thereby, or otherwise reasonably necessary, to allow such Serviced
Companion Loan Noteholder to purchase the related Mortgage Loan from the Trust.
Such purchase right of the related Serviced Companion Loan Noteholder(s) shall
be superior to the corresponding purchase options set forth in Section 3.18(c).
The parties hereto further acknowledge that, with respect to the Lincoln Square
Whole Loan, the related B Loan Noteholder has the right to make certain cure
payments with respect to the Lincoln Square Mortgage Loan and the Lincoln Square
Pari Passu Loan as set forth in the related Co-Lender Agreement and agree to
take such actions expressly contemplated by the related Co-Lender Agreement, or
otherwise reasonably necessary, to allow the related B Loan Noteholder to
exercise such rights.

            In connection with any purchase of a Mortgage Loan in a Serviced
Whole Loan, pursuant to or as contemplated by the preceding paragraph, the
applicable Master Servicer or the Special Servicer shall (i) if it receives the
applicable purchase price (as provided in the related Co-Lender Agreement)
and/or any other amounts payable in connection with the purchase, deposit same,
or remit same to the applicable Master Servicer for deposit, as applicable, into
the applicable Master Servicer's Collection Account and so notify the Trustee;
and (ii) deliver the related Servicing File to the Person effecting the purchase
or its designee. In addition, upon its receipt of a Request for Release from the
applicable Master Servicer, the Trustee shall: (i) deliver the related Mortgage
File to the Person effecting the purchase or its designee; and (ii) execute and
deliver such endorsements, assignments and instruments of transfer as shall be
provided to it and are reasonably necessary to vest ownership of such Mortgage
Loan in the appropriate transferee, without recourse, representations or
warranties.

            Each of the rights of a Serviced Companion Loan Noteholder under or
contemplated by this Section 3.32(g) shall be exercisable by a designee thereof
on its behalf; provided that the applicable Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee are provided with
written notice by the related Serviced Companion Loan Noteholder of such
designation (upon which such party may conclusively rely) and the contact
details of the designee.

            If a Serviced Companion Loan Noteholder purchases the related
Mortgage Loan as contemplated by the third preceding paragraph or if any Person
purchases such Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section
3.18, then (subject to the related Co-Lender Agreement) the Person effecting the
purchase must also pay and/or reimburse to the parties hereto, the respective
amounts then currently due and owing to them hereunder with respect to the
related Serviced Companion Loan(s) that, pursuant to this Agreement, would not
otherwise have been payable out of the applicable purchase price and/or any
other amounts payable in connection with such purchase (or if payable out of
such purchase price and/or other amounts, remain unpaid after such application)
and that, pursuant to the related Co-Lender Agreement, would otherwise have been
payable out of future collections on such Serviced Companion Loan.
Notwithstanding anything herein to the contrary, any such purchase shall be
subject to such reimbursements.

            Any reference to servicing any of the Mortgage Loans in accordance
with any of the related loan documents (including the related Note and Mortgage)
shall also mean, in the case of a Serviced Whole Loan, in accordance with the
related Co-Lender Agreement.

            In the case of each of the Lincoln Square Whole Loan, the Seattle
Space Needle Whole Loan and the CGM RRI Hotel Portfolio Whole Loan, this Section
3.32(g) is in addition to the provisions of Section 3.33, Section 3.34 and
Section 3.35, respectively, that specifically relate to such Serviced Whole
Loans.

            To the extent not otherwise expressly included herein, any
provisions required to be included herein pursuant to any Co-Lender Agreement
for a Whole Loan are deemed incorporated herein by reference, and the parties
hereto shall comply with those provisions as if set forth herein in full.

            For purposes of exercising any rights that the holder of the Note
for any Mortgage Loan in a Whole Loan may have under the related Co-Lender
Agreement, the Controlling Class Representative shall be the designee of the
Trust, as such noteholder, and the Trustee shall take such actions as may be
necessary under the related Co-Lender Agreement to effect such designation.

            Section 3.33 Rights of the Holders of the Lincoln Square Whole Loan.

            Pursuant to the Lincoln Square Intercreditor Agreement, the
applicable Directing Certificateholder is entitled to advise the Capmark Master
Servicer and the Special Servicer with respect to any Lincoln Square Major
Actions. If written approval or objection with respect any proposed Lincoln
Square Major Actions is not received by the Capmark Master Servicer or the
Special Servicer, as the case may be, from such Directing Certificateholder
within the period specified in the Lincoln Square Intercreditor Agreement, such
Directing Certificateholder's approval will be deemed to have been given;
provided that if the Capmark Master Servicer or the Special Servicer, as the
case may be, determines that immediate action is necessary in accordance with
the applicable Servicing Standard to protect the holders of the Lincoln Square
Whole Loan, such servicer may take any action without waiting for such Directing
Certificateholder's response. Neither the Capmark Master Servicer nor the
Special Servicer under the Lincoln Square Intercreditor Agreement is obligated
to seek the approval of the applicable Directing Certificateholder for any
action to which such Directing Certificateholder has objected if (i) such Master
Servicer or the Special Servicer, as the case may be, has notified such
Directing Certificateholder in writing of various actions proposed to be taken
and (ii) for 60 days following notice of such proposed actions, such Directing
Certificateholder fails to suggest any alternative action that such Master
Servicer or the Special Servicer considers to be consistent with the applicable
Servicing Standard.

            If the Controlling Class Representative is the Directing
Certificateholder of the Lincoln Square Whole Loan, the holder of the Lincoln
Square Pari Passu Loan or, if the Lincoln Square Pari Passu Loan has been
included in a securitization, the controlling class representative of such
securitization, will be entitled to be consulted regarding decisions of the
Capmark Master Servicer and the Special Servicer, as applicable, which require
the approval of the Directing Certificateholder for the Lincoln Square Whole
Loan (which decisions shall include all Lincoln Square Major Actions), to the
extent and subject to the limitations contemplated by Section 3.02(a) of the
Lincoln Square Intercreditor Agreement, and each of the Capmark Master Servicer
and the Special Servicer, as applicable, shall service the Lincoln Square Whole
Loan or any related REO Property in accordance with Section 3.01 of the Lincoln
Square Intercreditor Agreement.

            For so long as it is the Directing Certificateholder for the Lincoln
Square Whole Loan, the Lincoln Square B Loan Noteholder shall be entitled to
replace the Lincoln Square Special Servicer subject to the Lincoln Square
Intercreditor Agreement and Section 3.25(b), and the Controlling Class
Representative may not replace the Lincoln Square Special Servicer until the
Controlling Class Representative is the Directing Certificateholder for the
Lincoln Square Whole Loan.

            The parties hereto recognize the right of the B Loan Noteholder
under the Lincoln Square Whole Loan to deliver Lincoln Square Reserve Collateral
in order to continue to be the Directing Certificateholder in the circumstances
specified in accordance with the Lincoln Square Intercreditor Agreement. The
Capmark Master Servicer shall hold all Lincoln Square Reserve Collateral (in an
Eligible Account, in the case of cash) in a manner that clearly identifies that
it is being held for the benefit of the Certificateholders but, for federal
income tax purposes, is beneficially owned by the related B Loan Noteholder
under the applicable Whole Loan. The Capmark Master Servicer shall take all
actions reasonably necessary to maintain any perfected security interest on the
part of the Trust in and to the Lincoln Square Reserve Collateral. In connection
with the foregoing, if any letters of credit are furnished as Lincoln Square
Reserve Collateral with respect to the Lincoln Square Whole Loan, and if (i) the
applicable B Loan Noteholder has not provided a replacement letter of credit at
least 30 days before the expiration of the delivered letter of credit or (ii)
the long-term unsecured debt rating by any Rating Agency of the issuer of such
letter of credit shall fall below "AA" or the short-term unsecured debt rating
by each such Rating Agency shall fall below "A-1", then the Capmark Master
Servicer shall provide written notice of such event to the applicable B Loan
Noteholder, and unless such B Loan Noteholder shall have replaced such letter of
credit within five (5) Business Days of such written notice from the Capmark
Master Servicer with a letter of credit in form and substance satisfactory to
the Capmark Master Servicer and the Rating Agencies, the Capmark Master Servicer
shall draw upon such letter of credit and hold the proceeds thereof as Lincoln
Square Reserve Collateral. Upon a Final Recovery Determination with respect to
the Lincoln Square Whole Loan, any Lincoln Square Reserve Collateral held by the
Capmark Master Servicer shall be available to reimburse the Trust for any
realized loss of principal and/or interest incurred with respect to the related
Mortgage Loan (or any successor REO Loan with respect thereto), up to the
maximum amount permitted under the Lincoln Square Intercreditor Agreement,
together with all other amounts (including, without limitation, Additional Trust
Fund Expenses related to the applicable Whole Loan or any related REO Property)
reimbursable under the Lincoln Square Intercreditor Agreement and this
Agreement. To the extent necessary to effect such reimbursement, the Capmark
Master Servicer shall draw down upon or otherwise liquidate all Lincoln Square
Reserve Collateral and deposit the reimbursement payment in the Capmark
Collection Account. Such reimbursement of payment shall, except for purposes of
Section 3.12(c) hereof, constitute "Liquidation Proceeds." The Capmark Master
Servicer may not release any Lincoln Square Reserve Collateral to the B Loan
Noteholder under the Lincoln Square Whole Loan, except as expressly required
under the Lincoln Square Intercreditor Agreement (including, in connection with
a Final Recovery Determination with respect to the related Whole Loan, following
the reimbursement of the Trust as contemplated above in this Section 3.01(e)).
The arrangement by which any Lincoln Square Reserve Collateral is held shall
constitute an "outside reserve fund" within the meaning of Treasury Regulations
Section 1.860G-2(h) and such property (and the right to reimbursement of any
amounts with respect thereto) shall be beneficially owned by the applicable B
Loan Noteholder, who shall be taxed on all income with respect thereto. As
compensation for maintaining any Lincoln Square Reserve Collateral, the Capmark
Master Servicer will be entitled to any interest or other income earned, and
will be responsible for any losses on investments, with respect to such Lincoln
Square Reserve Collateral in the same manner as it is entitled to investment
income, and is responsible for losses incurred, with respect to investments of
funds in the Capmark Collection Account.

            Section 3.34 Rights of the Holders of the Seattle Space Needle Whole
Loan.Pursuant to the Seattle Space Needle Intercreditor Agreement, the
applicable Directing Certificateholder is entitled to advise the Capmark Master
Servicer and the Special Servicer with respect to any Seattle Space Needle Major
Actions. If written approval or objection with respect any proposed Seattle
Space Needle Major Actions is not received by the Capmark Master Servicer or the
Special Servicer, as the case may be, from such Directing Certificateholder
within the period specified in the Seattle Space Needle Intercreditor Agreement,
such Directing Certificateholder's approval will be deemed to have been given;
provided that if the Capmark Master Servicer or the Special Servicer, as the
case may be, determines that immediate action is necessary in accordance with
the applicable Servicing Standard to protect the holders of the Seattle Space
Needle Whole Loan, such servicer may take any action without waiting for such
Directing Certificateholder's response. Neither the Capmark Master Servicer nor
the Special Servicer under the Seattle Space Needle Intercreditor Agreement is
obligated to seek the approval of the applicable Directing Certificateholder for
any action to which such Directing Certificateholder has objected if (i) such
Master Servicer or the Special Servicer, as the case may be, has notified such
Directing Certificateholder in writing of various actions proposed to be taken
and (ii) for 60 days following notice of such proposed actions, such Directing
Certificateholder fails to suggest any alternative action that such Master
Servicer or the Special Servicer considers to be consistent with the applicable
Servicing Standard.

            The holder of the Seattle Space Needle Pari Passu Loan or, if the
Seattle Space Needle Pari Passu Loan has been included in a securitization, the
controlling class representative of such securitization, will be entitled to be
consulted regarding decisions of the Capmark Master Servicer and the Special
Servicer, as applicable, which require the approval of the Directing
Certificateholder for the Seattle Space Needle Whole Loan (which decisions shall
include all Seattle Space Needle Major Actions), to the extent and subject to
the limitations contemplated by Section 3.02(a) of the Seattle Space Needle
Intercreditor Agreement, and each of the Capmark Master Servicer and the Special
Servicer, as applicable, shall service the Seattle Space Needle Whole Loan or
any related REO Property in accordance with Section 3.01 of the Seattle Space
Needle Intercreditor Agreement.

            Section 3.35 Rights of the Holders of the CGM RRI Hotel Portfolio
Whole Loan.

            Pursuant to the CGM RRI Hotel Portfolio Intercreditor Agreement, the
applicable Directing Certificateholder is entitled to advise the Capmark Master
Servicer and the Special Servicer with respect to any CGM RRI Hotel Portfolio
Major Actions. If written approval or objection with respect any proposed CGM
RRI Hotel Portfolio Major Actions is not received by the Capmark Master Servicer
or the Special Servicer, as the case may be, from such Directing
Certificateholder within the period specified in the CGM RRI Hotel Portfolio
Intercreditor Agreement, such Directing Certificateholder's approval will be
deemed to have been given; provided that if the Capmark Master Servicer or the
Special Servicer, as the case may be, determines that immediate action is
necessary in accordance with the applicable Servicing Standard to protect the
holders of the CGM RRI Hotel Portfolio Whole Loan, such servicer may take any
action without waiting for such Directing Certificateholder's response. Neither
the Capmark Master Servicer nor the Special Servicer under the CGM RRI Hotel
Portfolio Intercreditor Agreement is obligated to seek the approval of the
applicable Directing Certificateholder for any action to which such Directing
Certificateholder has objected if (i) such Master Servicer or the Special
Servicer, as the case may be, has notified such Directing Certificateholder in
writing of various actions proposed to be taken and (ii) for 60 days following
notice of such proposed actions, such Directing Certificateholder fails to
suggest any alternative action that such Master Servicer or the Special Servicer
considers to be consistent with the applicable Servicing Standard.

            The holder of each CGM RRI Hotel Portfolio Pari Passu Loan that is
not the Directing Certificateholder for the CGM RRI Hotel Portfolio Whole Loan
or, if any such CGM RRI Hotel Portfolio Pari Passu Loan has been included in a
securitization, the controlling class representative of such securitization,
will be entitled to be consulted regarding decisions of the Capmark Master
Servicer and the Special Servicer, as applicable, which require the approval of
the Directing Certificateholder for the CGM RRI Hotel Portfolio Whole Loan
(which decisions shall include all CGM RRI Hotel Portfolio Major Actions), to
the extent and subject to the limitations contemplated by Section 3.02(a) of the
CGM RRI Hotel Portfolio Intercreditor Agreement, and each of the Capmark Master
Servicer and the Special Servicer, as applicable, shall service the CGM RRI
Hotel Portfolio Whole Loan or any related REO Property in accordance with
Section 3.01 of the CGM RRI Hotel Portfolio Intercreditor Agreement.

            The Directing Certificateholder for the CGM RRI Hotel Portfolio
Whole Loan shall be entitled to replace the CGM RRI Hotel Portfolio Special
Servicer subject to the CGM RRI Hotel Portfolio Intercreditor Agreement and
Section 3.25(b), and the Controlling Class Representative may not replace the
CGM RRI Hotel Portfolio Special Servicer.

            Section 3.36 Litigation Control. The Special Servicer shall, (1)
direct, manage, prosecute and/or defend any action brought by a Mortgagor
against the Trust and/or the Special Servicer and (2) represent the interests of
the Trust in any litigation relating to the rights and obligations of the
Mortgagor or Mortgagee, or the enforcement of the obligations of a Borrower,
under the Loan Documents ("Trust-Related Litigation"). To the extent a Master
Servicer is named in Trust-Related Litigation and the Trust or Special Servicer
is not named, in order to effectuate the role of the Special Servicer, such
Master Servicer shall (1) notify the Special Servicer of such Trust Related
Litigation within ten (10) days of such Master Servicer receiving service of
such Trust Related Litigation; (2) provide monthly status reports to the Special
Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust
replace such Master Servicer as the appropriate party to the lawsuit; and (4) so
long as the Master Servicer remains a party to the lawsuit, consult and act at
the direction of the Special Servicer in representing the interests of the Trust
with respect to decisions and resolutions related to such Trust-Related
Litigation, including but not limited to the selection of counsel, provided
however, if there are claims against the applicable Master Servicer and such
Master Servicer has not determined that separate counsel is required for such
claims, such counsel shall be reasonably acceptable to such Master Servicer.
Notwithstanding the foregoing, nothing in this section shall limit the
applicable Master Servicer's right to make final and binding determinations
relating to claims against such Master Servicer including, but not limited to
the right to engage separate counsel, the cost of which shall be subject to
indemnification pursuant to Section 6.03 to the extent provided therein.
Further, nothing in this section shall require the applicable Master Servicer to
take or fail to take any action which, in such Master Servicer's good faith and
reasonable judgment, may (1) result in an Adverse REMIC Event or (2) subject
such Master Servicer to liability or materially expand the scope of such Master
Servicer's obligations under this Agreement. Notwithstanding the Master
Servicer's right to make determinations relating to claims against the Master
Servicer, the Special Servicer shall have the right at any time to direct the
applicable Master Servicer to settle any claims brought against the Trust,
excluding claims asserted against such Master Servicer, and otherwise direct the
actions of such Master Servicer relating to such claims, provided that (A) such
settlement does not require any admission, or is not likely to result in a
finding, of liability or wrongdoing on the part of such Master Servicer, (B) the
cost of such settlement or any resulting judgment is and shall be paid by the
Trust, (C) such Master Servicer is indemnified pursuant to Section 6.03 hereof
for all costs and expenses of the applicable Master Servicer incurred in
defending and settling the Trust Related Litigation, (D) any such action taken
by such Master Servicer at the direction of the Special Servicer shall be deemed
(as to the Master Servicer) to be in compliance with the Servicing Standard and
(E) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).
The foregoing paragraph shall not apply in the event the Special Servicer
authorizes, and the applicable Master Servicer agrees (both authority and
agreement to be in writing), to make certain decisions or control certain
litigation on behalf of the Trust.

            In the event both the applicable Master Servicer and the Special
Servicer or Trust are named in litigation, the applicable Master Servicer and
the Special Servicer shall cooperate with each other to afford the applicable
Master Servicer and the Special Servicer the rights afforded to such party in
this Section 3.36.

            Notwithstanding the foregoing, each of the Special Servicer and the
applicable Master Servicer, as applicable, shall consult with and keep the
Controlling Class Representative advised of any material development, including,
without limitation, (i) any material decision concerning Litigation Control and
the implementation thereof and (ii) any decision to agree to or propose any
terms of settlement, and shall submit any such development or decision to the
Controlling Class Representative for its approval or consent. Subject to the
second to last paragraph of this Section 3.36 and the applicable Servicing
Standard, the Special Servicer or the applicable Master Servicer, as the case
may be, shall not take any action implementing any such material development or
decision described in the preceding sentence unless and until it has notified
the Controlling Class Representative in writing and the Controlling Class
Representative has not objected in writing within five (5) Business Days of
having been notified thereof and having been provided with all information that
the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being
understood and agreed that if such written objection has not been received by
the Special Servicer or the applicable Master Servicer, as the case may be,
within such 5 Business Day period, then the Controlling Class Representative
shall be deemed to have approved the taking of such action); provided, that, in
the event that the Special Servicer or the applicable Master Servicer, as the
case may be, determines that immediate action is necessary to protect the
interests of the Certificateholders and, in the case of a Whole Loan, the
related holder of the Companion Loan, the Special Servicer or the applicable
Master Servicer, as the case may be, may take such action without waiting for
the Controlling Class Representative's response; provided that the Special
Servicer or the applicable Master Servicer, as the case may be, has confirmation
that the Controlling Class Representative received notice of such action in
writing.

            Notwithstanding anything contained herein to the contrary, with
respect to any Litigation Control otherwise required to be exercised hereunder
by the applicable Master Servicer relating to a Mortgage Loan that has either
(i) been satisfied or paid in full, or (ii) as to which a Final Recovery
Determination has been made, after receiving the required notice from the
applicable Master Servicer set forth above acknowledging that it became aware of
or was named in the subject claim or litigation, the Controlling Class
Representative may direct in writing that such Litigation Control nevertheless
be exercised by the Special Servicer, provided, however, that the Controlling
Class Representative has determined and advised such Master Servicer that its
actions with respect to such obligations are indemnifiable under Section 6.03
hereof, and accordingly, any loss, liability or expense (including legal fees
and expenses incurred up until such date of transfer of Litigation Control to
the Special Servicer) arising from the related legal action or claim underlying
such Litigation Control and not otherwise paid to such Master Servicer pursuant
to Section 6.03 shall be payable by the Trust Fund.

            Notwithstanding the foregoing, no advice, direction or objection of,
or consent withheld by, the Controlling Class Representative shall (i) require
or cause the Special Servicer or the Master Servicers, as applicable, to violate
the terms of any Mortgage Loan or any related intercreditor, co-lender or
similar agreement, applicable law or any provision of this Agreement, including
the Special Servicer's and the Master Servicers' obligations to act in
accordance with the applicable Servicing Standard and the Mortgage Loan
documents for any Mortgage Loan and to maintain the REMIC status of either Trust
REMIC, or (ii) result in an Adverse REMIC Event with respect to either Trust
REMIC or an Adverse Grantor Trust Event with respect to the Grantor Trust or
have adverse tax consequences for the Trust Fund, or (iii) expose any of the
Master Servicers, the Special Servicer, the Depositor, any of the Mortgage Loan
Sellers, any sub-servicer, the Trust Fund, the Trustee, the Certificate
Administrator or any of their respective Affiliates, officers, directors,
shareholders, partners, members, managers, employees or agents to any claim,
suit, or liability for which this Agreement does not provide indemnification to
such party or expose any such party to prosecution for a criminal offense, or
(iv) materially expand the scope of the Special Servicer's, any Master
Servicer's, the Certificate Administrator's or the Trustee's responsibilities
under this Agreement; and neither the Special Servicer nor any Master Servicer
will follow any such advice, direction or objection if given by the Controlling
Class Representative or initiate any such actions, that would have the effect
described in clauses (i)-(iv) of this sentence.

            Notwithstanding the foregoing, (a) in the event that any action,
suit, litigation or proceeding names the Trustee in its individual capacity, or
in the event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the applicable Master
Servicer or the Special Servicer, as applicable, may retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its
interests; provided that the applicable Master Servicer or the Special Servicer,
as applicable, shall retain the right to manage and direct any such action,
suit, litigation or proceeding; (b) in the event of any action, suit, litigation
or proceeding, other than an action, suit, litigation or proceeding relating to
the enforcement of the obligations of a Mortgagor under the related Mortgage
Loan documents, none of the Master Servicers or the Special Servicer shall,
without the prior written consent of the Trustee, (i) initiate any action, suit,
litigation or proceeding in the name of the Trustee, whether in such capacity or
individually, (ii) engage counsel to represent the Trustee, or (iii) prepare,
execute or deliver any government filings, forms, permits, registrations or
other documents or take any other similar action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state;
and (c) in the event that any court finds that the Trustee is a necessary party
in respect of any action, suit, litigation or proceeding relating to or arising
from this Agreement or any Mortgage Loan, the Trustee shall have the right to
retain counsel and appear in any such proceeding on its own behalf in order to
protect and represent its interest, whether as Trustee or individually; provided
that the applicable Master Servicer or the Special Servicer, as applicable,
shall retain the right to manage and direct any such action, suit, litigation or
proceeding.

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions. (a) (i) [Reserved]

            (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(g),
      the Withheld Amounts, plus any amount withdrawn from the Excess
      Liquidation Proceeds Account pursuant to Section 3.05(k)) in the case of
      all Classes of Lower-Tier Regular Interests (such amount, the "Lower-Tier
      Distribution Amount"). Each Class of 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 Lower-Tier Regular Interest shall equal the
      Lower-Tier Principal Balance thereof. On each Distribution Date,
      distributions made in respect of any Class of 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 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 Regular Certificates; provided,
      further, that each 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 XP Strip Rate or Class XS 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 or
      reimbursement of Realized Losses and Additional Trust Fund Expenses on:

                  (A) the Class A-1 Certificates shall be made first to the
            Lower-Tier Regular Interest LA-1-1, second to the Lower-Tier Regular
            Interest LA-1-2, third to the Lower-Tier Regular Interest A-1-3 and
            then to the Lower-Tier Regular Interest LA-1-4, in each case, until
            reduced to zero;

                  (B) the Class A-2 Certificates shall be made first to the
            Lower-Tier Regular Interest LA-2-1, second to the Lower-Tier Regular
            Interest LA-2-2 and then to the Lower-Tier Regular Interest LA-2-3,
            in each case, until reduced to zero;

                  (C) the Class A-3 Certificates shall be made first to the
            Lower-Tier Regular Interest LA-3-1, and then to the Lower-Tier
            Regular Interest LA-3-2, in each case, until reduced to zero;

                  (D) the Class A-AB Certificates shall be made first to the
            Lower-Tier Regular Interest LA-AB-1, second to the Lower-Tier
            Regular Interest LA-AB-2 and then to the Lower-Tier Regular Interest
            LA-AB-3, in each case, until reduced to zero;

                  (E) the Class A-4 Certificates shall be made first to the
            Lower-Tier Regular Interest LA-4-1, second to the Lower-Tier Regular
            Interest LA-4-2, third to the Lower-Tier Regular Interest LA-4-3,
            fourth to the Lower-Tier Regular Interest LA-4-4, fifth to the
            Lower-Tier Regular Interest LA-4-5, sixth to the Lower-Tier Regular
            Interest LA-4-6 and then to the Lower-Tier Regular Interest LA-4-7,
            in each case, until reduced to zero;

                  (F) the Class A-1A Certificates shall be made first to the
            Lower-Tier Regular Interest LA-1A-1, second to the Lower-Tier
            Regular Interest LA-1A-2, third to the Lower-Tier Regular Interest
            LA-1A-3, fourth to the Lower-Tier Regular Interest LA-1A-4, fifth to
            the Lower-Tier Regular Interest LA-1A-5, sixth to the Lower-Tier
            Regular Interest LA-1A-6, seventh to the Lower-Tier Regular Interest
            LA-1A-7, eighth to the Lower-Tier Regular Interest LA-1A-8, ninth to
            the Lower-Tier Regular Interest LA-1A-9, tenth to the Lower-Tier
            Regular Interest LA-1A-10, eleventh to the Lower-Tier Regular
            Interest LA-1A-11, twelfth to the Lower-Tier Regular Interest
            LA-1A-12, thirteenth, to the Lower-Tier Regular Interest LA-1A-13,
            fourteenth, to the Lower-Tier Regular Interest LA-1A-14 and then to
            the Lower-Tier Regular Interest LA-1A-15, in each case, until
            reduced to zero;

                  (G) the Class E Certificates shall be made first to the
            Lower-Tier Regular Interest LE-1, second to the Lower-Tier Regular
            Interest LE-2 and then to the Lower-Tier Regular Interest LE-3, in
            each case, until reduced to zero;

                  (H) the Class F Certificates shall be made first to the
            Lower-Tier Regular Interest LF-1, and then to the Lower-Tier Regular
            Interest LF-2, in each case, until reduced to zero;

                  (I) the Class G Certificates shall be made first to the
            Lower-Tier Regular Interest LG-1, and then to the Lower-Tier Regular
            Interest LG-2, in each case, until reduced to zero;

                  (J) the Class H Certificates shall be made first to the
            Lower-Tier Regular Interest LH-1, second to the Lower-Tier Regular
            Interest LH-2 and then to the Lower-Tier Regular Interest LH-3, in
            each case, until reduced to zero;

                  (K) the Class J Certificates shall be made first to the
            Lower-Tier Regular Interest LJ-1, and then to the Lower-Tier Regular
            Interest LJ-2, in each case, until reduced to zero;

                  (L) the Class K Certificates shall be made first to the
            Lower-Tier Regular Interest LK-1, and then to the Lower-Tier Regular
            Interest LK-2, in each case, until reduced to zero;

                  (M) the Class L Certificates shall be made first to the
            Lower-Tier Regular Interest LL-1, and then to the Lower-Tier Regular
            Interest LL-2, in each case, until reduced to zero; and

                  (N) the Class M Certificates shall be made first to the
            Lower-Tier Regular Interest LM-1, and then to the Lower-Tier Regular
            Interest LM-2, in each case, until reduced to zero.

            All distributions of reimbursements of Realized Losses and
Additional Trust Fund Expenses made in respect of any Class of Sequential Pay
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
Lower-Tier Regular Interest corresponding to such Class of Certificates.

            On each Distribution Date, the Certificate Administrator shall apply
amounts related to each Prepayment Premium and Yield Maintenance Charge then on
deposit in the Lower-Tier Distribution Account and received during or prior to
the related Collection Period to the Lower-Tier Regular Interests in proportion
to the amount of principal distributed to each Class of Lower-Tier Regular
Interests on such Distribution Date pursuant to this Section 4.01(a)(ii).

            The Certificate Administrator shall be deemed to deposit the
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 the deemed distribution described in the
preceding sentence 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 Certificate 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), and distribute such
amount to the Holders of the Regular Certificates 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-AB 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 XP and
      Class XS Certificates, pro rata, 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 sub-clause (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-AB, Class A-4, Class A-1A, Class XP and Class XS 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-AB, Class
            A-4 Certificates,

                        (1) first, to the Class A-AB Certificates, in an amount
                  up to the Loan Group 1 Principal Distribution Amount and,
                  after the outstanding Certificate Balance of the Class A-1A,
                  Class A-MA and Class A-JA Certificates have been reduced to
                  zero, the Loan Group 2 Principal Distribution Amount remaining
                  after payments to the Class A-1A, Class A-MA and Class A-JA
                  Certificates have been made on such Distribution Date, until
                  the outstanding Certificate Balance of the Class A-AB
                  Certificates is reduced to the Class A-AB Planned Principal
                  Balance,

                        (2) then, to the Class A-1 Certificates, in an amount
                  equal to the Loan Group 1 Principal Distribution Amount (or
                  the portion of it remaining after distributions on the Class
                  A-AB Certificates pursuant to (1) above in this clause Third)
                  for such Distribution Date and, after the Class A-1A, Class
                  A-MA and Class A-JA Certificates have been reduced to zero,
                  the Loan Group 2 Principal Distribution Amount remaining after
                  payments to the Class A-1A, Class A-MA, Class A-JA and Class
                  A-AB 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) then, to the Class A-2 Certificates, in an amount
                  equal to the Loan Group 1 Principal Distribution Amount (or
                  the portion thereof remaining after distributions to the Class
                  A-1 and Class A-AB Certificates pursuant to (1) and (2) above
                  in this clause Third) for such Distribution Date and, after
                  the Class A-1A, Class A-MA and Class A-JA Certificates have
                  been reduced to zero, the Loan Group 2 Principal Distribution
                  Amount remaining after payments to the Class A-1A, Class A-MA,
                  Class A-JA, Class A-1 and Class A-AB Certificates pursuant to
                  (1) and (2) above in this clause Third have been made on such
                  Distribution Date, until the Class A-2 Certificates are
                  reduced to zero,

                        (4) then, to the Class A-3 Certificates, in an amount
                  equal to the Loan Group 1 Principal Distribution Amount (or
                  the portion of it remaining after distributions on the Class
                  A-1, Class A-2 and Class A-AB Certificates pursuant to (1),
                  (2) and (3) above in this clause Third) for such Distribution
                  Date and, after the Class A-1A, Class A-MA and Class A-JA
                  Certificates have been reduced to zero, the Loan Group 2
                  Principal Distribution Amount remaining after payments to the
                  Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2 and
                  Class A-AB Certificates pursuant to (1), (2) and (3) above in
                  this clause Third have been made on such Distribution Date,
                  until the Class A-3 Certificates have been reduced to zero,

                        (5) then, to the Class A-AB Certificates, in an amount
                  equal to the Loan 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-AB Certificates pursuant
                  to (1), (2), (3) and (4) above in this clause Third) for such
                  Distribution Date and, after the Class A-1A, Class A-MA and
                  Class A-JA Certificates have been reduced to zero, the Loan
                  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-AB Certificates pursuant to (1), (2), (3) and (4) above in
                  this clause Third have been made on such Distribution Date,
                  until the Class A-AB Certificates have been reduced to zero,

                        (6) then, to the Class A-4 Certificates, in an amount
                  equal to the Loan Group 1 Principal Distribution Amount (or
                  the portion of it remaining after distributions to the Class
                  A-1, Class A-2, Class A-3 and Class A-AB Certificates pursuant
                  to (1), (2), (3), (4) and (5) above in this clause Third) for
                  such Distribution Date and, after the Class A-1A, Class A-MA
                  and Class A-JA Certificates have been reduced to zero, the
                  Loan Group 2 Principal Distribution Amount remaining after
                  payments to the Class A-1A, Class A-MA, Class A-JA, Class A-1,
                  Class A-2 and Class A-3 and the Class A-AB Certificates
                  pursuant to (1), (2), (3), (4) and (5) above in this clause
                  Third have been made on such Distribution Date, until the
                  Class A-4 Certificates have been reduced to zero,

                  (B) to the Class A-1A Certificates, in an amount equal to the
            Loan Group 2 Principal Distribution Amount for such Distribution
            Date and to the Class A-1A Certificates, in an amount equal to the
            Loan Group 1 Principal Distribution Amount remaining after payments
            to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
            AM and Class AJ 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-AB,
      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 pay interest, pro rata, (i) on the Class AM
      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 and (ii) on the
      Class A-MA 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;
      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
      sub-clause (v), the Available Funds for such Distribution Date will be
      allocated among all those Classes pro rata, in accordance with their
      respective interest entitlements,

            (vi) Sixth, to the Class AM and Class A-MA Certificates, pro rata,
      in respect of interest, up to an amount equal to the aggregate unpaid
      Class Interest Shortfalls previously allocated to such Classes;

            (vii) Seventh, in reduction of the Certificate Balances thereof
      concurrently,

                  (A) to the Class AM Certificates, in an amount equal to the
            Loan Group 1 Principal Distribution Amount (or the portion of it
            remaining after distributions to the Class A-1, Class A-2, Class
            A-3, Class A-AB and Class A-4 Certificates pursuant to sub-clauses
            (A)(1), (A)(2), (A)(3), (A)(4), (A)(5) and (A)(6) of clause Third
            above) for such Distribution Date and, after the Class A-1A, Class
            A-MA and Class A-JA Certificates have been reduced to zero, the Loan
            Group 2 Principal Distribution Amount remaining after payments to
            the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class
            A-3, Class A-AB and Class A-4 Certificates pursuant to sub-clauses
            (A)(1), (A)(2), (A)(3), (A)(4), (A)(5) and (A)(6) of clause Third
            above have been made on such Distribution Date, until the Class AM
            Certificates have been reduced to zero, and

                  (B) to the Class A-MA Certificates, in an amount equal to the
            Loan Group 2 Principal Distribution Amount for such Distribution
            Date and, after the Class A-1, Class A-2, Class A-3, Class A-AB,
            Class A-4, Class AM and Class AJ Certificates have been reduced to
            zero, the Loan Group 1 Principal Distribution Amount remaining after
            payments to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
            A-4, Class A-1A, Class AM and Class AJ Certificates have been made
            on such Distribution Date, until the Class A-MA Certificates have
            been reduced to zero;

            (viii) Eighth, to the Class AM and Class A-MA 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 Classes;

            (ix) Ninth, to pay interest, pro rata, (i) on the Class AJ
      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 and (ii) on the
      Class A-JA 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;
      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
      sub-clause (ix), the Available Funds for such Distribution Date will be
      allocated among all those Classes pro rata, in accordance with their
      respective interest entitlements;

            (x) Tenth, to the Class AJ and Class A-JA Certificates, pro rata, in
      respect of interest, up to an amount equal to the aggregate unpaid Class
      Interest Shortfalls previously allocated to such Class;

            (xi) Eleventh, in reduction of the Certificate Balances thereof
      concurrently,

                  (A) to the Class AJ Certificates, in an amount equal to the
            Loan Group 1 Principal Distribution Amount (or the portion of it
            remaining after distributions to the Class A-1, Class A-2, Class
            A-3, Class A-AB, Class A-4 and Class AM Certificates pursuant to
            sub-clauses (A)(1), (A)(2), (A)(3), (A)(4), (A)(5), (A)(6) and
            (A)(7) of clause Third above and sub-clause (A) of clause Seventh
            above) for such Distribution Date and, after the Class A-1A, Class
            A-MA and Class A-JA Certificates have been reduced to zero, the Loan
            Group 2 Principal Distribution Amount remaining after payments to
            the Class A-1A, Class A-MA, Class A-JA, Class A-1, Class A-2, Class
            A-3, Class A-AB, Class A-4 and Class AM Certificates pursuant to
            sub-clauses (A)(1), (A)(2), (A)(3), (A)(4), (A)(5), (A)(6) and
            (A)(7) of clause Third above and sub-clause (A) of clause Seventh
            above have been made on such Distribution Date, until the Class AM
            Certificates have been reduced to zero, and

                  (B) to the Class A-JA Certificates, in an amount equal to the
            Loan Group 2 Principal Distribution Amount for such Distribution
            Date and, after the Class A-1, Class A-2, Class A-3, Class A-AB,
            Class A-4, Class AM and Class AJ Certificates have been reduced to
            zero, the Loan Group 1 Principal Distribution Amount remaining after
            payments to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
            A-4, Class A-1A, Class AM, Class A-MA and Class AJ Certificates have
            been made on such Distribution Date, until the Class A-JA
            Certificates have been reduced to zero;

            (xii) Twelfth, to the Class AJ and Class A-JA 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;

            (xiii) Thirteenth, to the Class B Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xiv) Fourteenth, 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;

            (xv) Fifteenth, 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;

            (xvi) Sixteenth, 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;

            (xvii) Seventeenth, to the Class C Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xviii) Eighteenth, 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;

            (xix) Nineteenth, 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;

            (xx) Twentieth, 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;

            (xxi) Twenty-first, to the Class D 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 D 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 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;

            (xxiv) Twenty-fourth, 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;

            (xxv) Twenty-fifth, to the Class E 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 E 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 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;

            (xxviii) Twenty-eighth, 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;

            (xxix) Twenty-ninth, to the Class F Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxx) Thirtieth, 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;

            (xxxi) Thirty-first, 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;

            (xxxii) Thirty-second, 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;

            (xxxiii) Thirty-third, to the Class G 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 G 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 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;

            (xxxvi) Thirty-sixth, 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;

            (xxxvii) Thirty-seventh, to the Class H 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 H 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 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;

            (xl) Fortieth, 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;

            (xli) Forty-first, to the Class J 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 J 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 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;

            (xliv) Forty-fourth, 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;

            (xlv) Forty-fifth, to the Class K 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 K 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 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;

            (xlviii) Forty-eighth, 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;

            (xlix) Forty-ninth, to the Class L Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (l) Fiftieth, 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;

            (li) Fifty-first, 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;

            (lii) Fifty-second, 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;

            (liii) Fifty-third, to the Class M 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 M 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 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;

            (lvi) Fifty-sixth, 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;

            (lvii) Fifty-seventh, to the Class N 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 N 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 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;

            (lx) Sixtieth, 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;

            (lxi) Sixty-first, to the Class O Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (lxii) Sixty-second, 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;

            (lxiii) Sixty-third, 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;

            (lxiv) Sixty-fourth, 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;

            (lxv) Sixty-fifth, to the Class P Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (lxvi) Sixty-sixth, 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;

            (lxvii) Sixty-seventh, 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;

            (lxviii) Sixty-eighth, 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;

            (lxix) Sixty-ninth, to the Class Q Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (lxx) Seventieth, to the Class Q Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (lxxi) Seventy-first, to the Class Q 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;

            (lxxii) Seventy-second, to the Class Q 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;

            (lxxiii) Seventy-third, to the Class S Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (lxxiv) Seventy-fourth, to the Class S Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (lxxv) Seventy-fifth, to the Class S 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;

            (lxxvi) Seventy-sixth, to the Class S 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

            (lxxvii) Seventy-seventh, 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 first, to the Class A-1, Class A-2, Class A-3, Class A-AB, 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 then, to the Class
AM and the Class A-MA 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 then, to
the Class AJ and the Class A-JA 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.

            (c) On each Distribution Date, following the distribution from the
Lower-Tier Distribution Account in respect of the Lower-Tier Regular Interests
pursuant to Section 4.01(a), the Certificate Administrator shall make
distributions of any Prepayment Premiums and Yield Maintenance Charges received
in the related Collection Period from amounts deposited in the Upper-Tier
Distribution Account pursuant to Section 3.05(h), 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-AB, Class A-4, Class AM, Class AJ, Class B,
      Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
      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-AB, Class A-4, Class AM, Class AJ, Class B, Class C,
      Class D, Class E, Class F, Class G, Class H, Class J and Class K
      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
      Collection Period. Any Yield Maintenance Charges or Prepayment Premiums
      collected during the related Collection Period remaining after such
      distributions on or prior to the Distribution Date in November 2014 will
      be distributed 71.5% to the holders of the Class XP Certificates and 28.5%
      to the holders of the Class XS Certificates. After the Distribution Date
      occurring in November 2014, Yield Maintenance Charges and Prepayment
      Premiums collected during the related Collection Period remaining after
      such distributions will be distributed 100% to the holders of the Class XS
      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, Class A-MA and Class A-JA 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, Class A-MA and Class A-JA 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 Collection
      Period. Any Yield Maintenance Charges or Prepayment Premiums collected
      during the related Collection Period remaining after such distributions on
      or prior to the Distribution Date in November 2014 will be distributed
      28.5% to the holders of the Class XP Certificates and 71.5% to the holders
      of the Class XS Certificates. After the Distribution Date occurring in
      November 2014, Yield Maintenance Charges and Prepayment Premiums collected
      during the related Collection Period remaining after such distributions
      will be distributed 100% to the holders of the Class XS 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-AB, Class A-4, Class A-1A, Class AM, Class
A-MA, Class AJ, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J and Class K Certificates to zero, the Certificate
Administrator shall distribute any Yield Maintenance Charges or Prepayment
Premiums collected with respect to the Mortgage Loans during the related
Collection Period remaining after such distributions on or prior to the
Distribution Date in November 2014 shall be distributed 71.5% to the holders of
the Class XS Certificates and 28.5% to the holders of the Class XP Certificates.
After the Distribution Date occurring in November 2014, Yield Maintenance
Charges and Prepayment Premiums collected with respect to the Mortgage Loans
during the related Collection Period remaining after such distributions shall be
distributed 100% to the holders of the Class XS Certificates.

            (d) [Reserved].

            (e) On each Distribution Date, the Certificate 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 Loan), to
      reimburse the Holders of the Sequential Pay 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
      Sequential Pay Certificates (in the order set forth in Section 4.01(b)),
      or in the case of a Serviced Whole Loan with one or more Serviced Pari
      Passu Companion Loans, on a pro rata basis as between the related Mortgage
      Loan and any related Serviced Pari Passu Companion Loans (based on their
      respective outstanding principal balances), 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; and

            (ii) any amounts remaining in the Excess Liquidation 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 (b) are allocable
      to the Serviced Companion Loans, shall be remitted within one Business Day
      after each such Distribution Date by the Certificate Administrator to the
      applicable Master Servicer (which shall remit to the Serviced Companion
      Loan Noteholders in accordance with Section 3.05(j)). On any Distribution
      Date, amounts held in the Excess Liquidation Proceeds Account that exceed
      amounts reasonably required to offset future Realized Losses and
      Additional Trust Fund Expenses shall be distributed to the Holders of the
      Class LR Certificates and upon termination of the Trust Fund, any amounts
      remaining in the Excess Liquidation Proceeds Account (other than amounts
      allocable to the Serviced Whole Loans) shall be distributed by the
      Certificate Administrator to the Class LR Certificates. 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(a)(ii). Amounts
      paid from the Excess Liquidation Proceeds Account will not reduce the
      Certificate Balances of the Sequential Pay 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
Certificate Administrator shall calculate the amount, if any, of Realized
Losses. Any allocation of Realized Losses to a Class of Sequential Pay
Certificates shall be made by reducing the Certificate Balance thereof by the
amount so allocated. Any Realized Losses allocated to a Class of Sequential Pay
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 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 that previously were allocated
Realized Losses, first, to the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4 and Class A-1A Certificates, pro rata, next, to the Class AM and Class
A-MA Certificates, pro rata, next, to the Class AJ and Class A-JA Certificates,
pro rata, and then, to the remainder of the Sequential Pay Certificates 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 Sequential Pay
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 the Classes of
Sequential Pay Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class S
Certificates, second, to the Class Q Certificates, third, to the Class P
Certificates; fourth, to the Class O Certificates; fifth, to the Class N
Certificates; sixth, to the Class M Certificates; seventh, to the Class L
Certificates; seventh, to the Class K Certificates; eighth, to the Class J
Certificates; ninth, to the Class H Certificates; tenth, to the Class G
Certificates; eleventh, to the Class F Certificates; twelfth, to the Class E
Certificates; thirteenth, to the Class D Certificates; fourteenth, to the Class
C Certificates; fifteenth, to the Class B Certificates; sixteenth, to the Class
AJ and AJ-JA Certificates, pro rata, based on their respective Certificate
Balances; seventeenth, to the Class AM and AJ-JA Certificates, pro rata, based
on their respective Certificate Balances; and finally, to the Class A-1, Class
A-2, Class A-3, Class A-AB, 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 Sequential Pay 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.

            With respect to any Distribution Date, any Realized Losses allocated
pursuant to Section 3.06 with respect to such Distribution Date shall reduce the
Lower-Tier Principal Balances of the Lower-Tier Regular Interests as a write-off
and shall be allocated among the Lower-Tier Regular Interests in the same
priority as the Class of Corresponding Certificates (in the case of Realized
Losses on (i) the Class A-1 Certificates, first to the Lower-Tier Regular
Interest LA-1-1, second to the Lower-Tier Regular Interest LA-1-2, third, to the
Lower-Tier Regular Interest LA-1-3 and then to the Lower-Tier Regular Interest
LA-1-4, in each case, pro rata, until reduced to zero; (ii) the Class A-2
Certificates, first to the Lower-Tier Regular Interest LA-2-1, second to the
Lower-Tier Regular Interest LA-2-2 and then to the Lower-Tier Regular Interest
LA-2-3, in each case, pro rata, until reduced to zero; (iii) the Class A-3
Certificates, first to the Lower-Tier Regular Interest LA-3-1 and then to the
Lower-Tier Regular Interest LA-3-2, in each case, pro rata, until reduced to
zero; (iv) the Class A-AB Certificates, first to the Lower-Tier Regular Interest
LA-AB-1, second to the Lower-Tier Regular Interest LA-AB-2 and then to the
Lower-Tier Regular Interest LA-AB-3, in each case, pro rata, until reduced to
zero; (v) the Class A-4 Certificates, first to the Lower-Tier Regular Interest
LA-4-1, second to the Lower-Tier Regular Interest LA-4-2, third, to the
Lower-Tier Regular Interest LA-4-3, fourth, to the Lower-Tier Regular Interest
LA-4-4, fifth, to the Lower-Tier Regular Interest LA-4-5, sixth, to the
Lower-Tier Regular Interest LA-4-6 and then to the Lower-Tier Regular Interest
LA-4-7, in each case, pro rata, until reduced to zero; (vi) the Class A-1A
Certificates, first to the Lower-Tier Regular Interest LA-1A-1, second to the
Lower-Tier Regular Interest LA-1A-2, third, to the Lower-Tier Regular Interest
LA-1A-3, fourth, to the Lower-Tier Regular Interest LA-1A-4, fifth, to the
Lower-Tier Regular Interest LA-1A-5, sixth, to the Lower-Tier Regular Interest
LA-1A-6, seventh, to the Lower-Tier Regular Interest LA-1A-7, eighth, to the
Lower-Tier Regular Interest LA-1A-8, ninth, to the Lower-Tier Regular Interest
LA-1A-9, tenth, to the Lower-Tier Regular Interest LA-1A-10, eleventh, to the
Lower-Tier Regular Interest LA-1A-11, twelfth, to the Lower-Tier Regular
Interest LA-1A-12, thirteenth, to the Lower-Tier Regular Interest LA-1A-13,
fourteenth, to the Lower-Tier Regular Interest LA-1A-14 and then to the
Lower-Tier Regular Interest LA-1A-15, in each case, pro rata, until reduced to
zero, (vii) the Class E Certificates, first to the Lower-Tier Regular Interest
LE-1, second, to the Lower-Tier Regular Interest LE-2 and then to the Lower-Tier
Regular Interest LE-3, in each case, pro rata, until reduced to zero, (viii) the
Class F Certificates, first to the Lower-Tier Regular Interest LF-1 and then to
the Lower-Tier Regular Interest LF-2, in each case, pro rata, until reduced to
zero, (ix) the Class G Certificates, first to the Lower-Tier Regular Interest
LG-1 and then to the Lower-Tier Regular Interest LG-2, in each case, pro rata,
until reduced to zero, (x) the Class H Certificates, first to the Lower-Tier
Regular Interest LH-1, second to the Lower-Tier Regular Interest LH-2 and then
to the Lower-Tier Regular Interest LH-3, in each case, pro rata, until reduced
to zero, (xi) the Class J Certificates, first to the Lower-Tier Regular Interest
LJ-1 and then to the Lower-Tier Regular Interest LJ-2, in each case, pro rata,
until reduced to zero, (xii) the Class K Certificates, first to the Lower-Tier
Regular Interest LK-1 and then to the Lower-Tier Regular Interest LK-2, in each
case, pro rata, until reduced to zero, (xiii) the Class L Certificates, first to
the Lower-Tier Regular Interest LL-1 and then to the Lower-Tier Regular Interest
LL-2, in each case, pro rata, until reduced to zero and (xiv) the Class M
Certificates, first to the Lower-Tier Regular Interest LM-1 and then to the
Lower-Tier Regular Interest LM-2, in each case, pro rata, until reduced to zero.

            (g) All amounts distributable to a Class of Certificates pursuant to
this Section 4.01 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 Certificate 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 Certificate Administrator shall, as soon as
reasonably practicable within 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 Certificate 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 Certificate 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 4.01(h) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Certificate 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 Certificate
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 Certificate Administrator
all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Certificate Administrator hereunder
and the transfer of such amounts to a successor trustee 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 Certificate 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 Certificate Administrator may be invested in Permitted Investments and all
income and gain realized from investment of such funds shall accrue for its
benefit.

            (i) Shortfalls in Available Funds resulting from Excess Prepayment
Interest Shortfalls shall be allocated to, and Master Servicer Prepayment
Interest Shortfalls shall be deemed distributed to, each Class of Regular
Certificates, pro rata, based upon the Interest Accrual Amount distributable to
each such Class prior to reduction by such Excess Prepayment Interest
Shortfalls. Master Servicer Prepayment Interest Shortfalls shall be deposited by
the applicable Master Servicer into its 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 T Certificates from the Class T Grantor
Trust Distribution Account established pursuant to Section 3.05(c). Any Excess
Interest remaining in the Class T Grantor Trust Distribution Account on the
final Distribution Date shall be distributed to the Holders of the Class T
Certificates.

            (k) On the final Servicer Remittance Date, each Master Servicer
shall withdraw from its Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of
Value Payments relating to the Mortgage Loans that it is servicing transferred
from the Loss of Value Reserve Fund to the applicable Collection Account on the
immediately preceding Servicer Remittance Date in accordance with Section
3.06(f)(v).

            Section 4.02 Statements to Certificateholders; Reports by
Certificate Administrator; Other Information Available to the Holders and
Others. (a) On each Distribution Date, the Certificate 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 Investor Reporting Package prepared by the applicable Master Servicer
(other than the CMSA Special Servicer Loan File) and the other reports prepared
by such Master Servicer and Special Servicer relating to such Distribution Date,
including the CMSA Special Servicer Loan File, upon which information the
Certificate Administrator may conclusively rely, in accordance with CMSA
guidelines and (ii) the Reconciliation of Funds Report prepared by the
Certificate 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 Record Date, Interest Accrual Period, and Determination Date
      for such Distribution Date;

            (ii) 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 T, Class XP, Class XS, Class R and Class LR Certificates)
      applied to reduce the respective Certificate Balance thereof;

            (iii) 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;

            (iv) the aggregate amount of Advances made in respect of the
      Distribution Date and the amount of interest paid on Advances since the
      prior Distribution Date (including, to the extent material, the general
      use of funds advanced and general source of funds for reimbursements);

            (v) the aggregate amount of compensation paid to the Trustee, the
      Certificate Administrator and servicing compensation paid to each Master
      Servicer and the Special Servicer for the related Determination Date and
      any other fees or expenses accrued and paid from the Trust Fund;

            (vi) [Reserved.]

            (vii) the aggregate Stated Principal Balance of the Mortgage Loans
      and any REO Loans outstanding immediately before and immediately after the
      Distribution Date;

            (viii) the number (as of the related and the next preceding
      Determination Date), and the aggregate principal balance, weighted average
      remaining term to maturity and weighted average mortgage rate (and
      interest rates by distributional groups or ranges) of the Mortgage Loans
      as of the related Determination Date;

            (ix) 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 Loans, as to which foreclosure proceedings have been
      commenced, but not REO Property;

            (x) the Available Funds for such Distribution Date, and any other
      cash flows received on the Mortgage Loans and applied to pay fees and
      expenses (including the components of the Available Funds, or such other
      cash flows);

            (xi) the amount of the distribution on the Distribution Date to the
      holders of any Class of Certificates allocable to Prepayment Premiums or
      Yield Maintenance Charges;

            (xii) the accrued Interest Accrual Amount in respect of each Class
      of Certificates for such Distribution Date;

            (xiii) the Pass-Through Rate for each Class of Certificates for the
      Distribution Date and the next succeeding Distribution Date;

            (xiv) the Principal Distribution Amount for the Distribution Date;

            (xv) 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 and/or Additional Trust Fund Expenses;

            (xvi) the fraction, expressed as a decimal carried to at least eight
      places, the numerator of which is the then related Certificate Balance,
      and the denominator of which is the related initial aggregate Certificate
      Balance, for each class of Certificates (other than the Class T, Class R
      and Class LR Certificates) immediately following the Distribution Date;

            (xvii) the amount of any Appraisal Reduction Amounts allocated
      during the related Collection Period on a loan-by-loan basis; and the
      total Appraisal Reduction Amounts as of such Distribution Date on a
      loan-by-loan basis;

            (xviii) the number and related Stated Principal Balance of any
      Mortgage Loans modified, extended or waived during the related Collection
      Period, on a loan-by-loan basis (including a description of any material
      modifications, extensions or waivers to Mortgage Loan terms, fees,
      penalties or payments during the Collection Period or that have
      cumulatively become material over time);

            (xix) the amount of any remaining unpaid Interest Shortfalls for
      each Class of Certificates as of the Distribution Date;

            (xx) 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;

            (xxi) a loan-by-loan listing of each Mortgage Loan which was
      defeased during the related Collection Period;

            (xxii) the amount of the distribution to the holders of each Class
      of Certificates on the Distribution Date attributable to reimbursement of
      Realized Losses;

            (xxiii) 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 for such Distribution Date;

            (xxiv) the amount on deposit in each of the Interest Reserve Account
      and the Excess Liquidation Proceeds Account before and after giving effect
      to the distribution made on such Distribution Date (and any material
      account activity since the prior Distribution Date) provided, however,
      with respect to any account not maintained by the Certificate
      Administrator, only to the extent the Certificate Administrator has
      received such information and instructions to report such information from
      the party maintaining such account;

            (xxv) the original and then current credit support levels for each
      Class of Certificates;

            (xxvi) the then current ratings for each Class of Certificates;

            (xxvii) 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
      and the current Stated Principal Balance;

            (xxviii) 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;

            (xxix) with respect to any Serviced 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 Serviced 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; and

            (xxx) the amount of the distribution on the Distribution Date to the
      holders of the Class T and Residual Certificates;

            (xxxi) [Reserved.]

            (xxxii) material breaches of mortgage loan representations and
      warranties of which the Trustee, the Certificate Administrator, the Master
      Servicers or the Special Servicer has received written notice; and

            (xxxiii) 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).

            In the case of information furnished pursuant to sub-clauses (i),
(ii), (iii), (vi), (vii) and (xx) 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 Certificate 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 Certificate 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 Certificate Administrator shall furnish, upon request, to each Person
who at any time during the calendar year was a Certificateholder of record, 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 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 Certificate Administrator shall
make available to the general public via its internet website located at
"https://tss.sfs.db.com/investpublic/" (i) the related Distribution Date
Statement (in the form of Exhibit K, attached hereto), (ii) to the extent
received from the Master Servicers, the CMSA Loan Periodic Update File
(including the CMSA Advance Recovery Report), CMSA Loan Setup File, CMSA Bond
Level File and CMSA Collateral Summary File, (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 and (iv) any reports on Forms 10-D, 10-K and 8-K that have been filed
with respect to the Trust through the EDGAR system (to the extent prepared by
the Certificate Administrator and within one Business Day of filing).

            (d) On each Distribution Date beginning in December 2007, the
Certificate Administrator shall make available via its internet website (as
described above), to the extent received from each Master Servicer, to any
Privileged Person, the Underwriters and the Initial Purchasers via its internet
website (in the case of each Master Servicer, initially at such Master
Servicer's 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 Master Servicers 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 Certificate
Administrator electronically by the applicable Master Servicer, if applicable,
in the form of, or reflected in, the CMSA Investor Reporting Package, and the
Certificate Administrator will make such reports and the Reconciliation of Funds
Report available via its internet website (as described above); provided,
however, that the Certificate Administrator will provide Certificateholders (at
the expense of such Certificateholders) with a written copy of such reports upon
request in the manner described in such preceding paragraph.

            (f) The Certificate 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 Certificate Administrator may disclaim responsibility
for any information distributed by it for which it is not the original source.
The Certificate Administrator shall not be responsible for the accuracy or
completeness of any information supplied to it by a Master Servicer or Special
Servicer that is included in any reports, statements, materials or information
prepared or provided by such Master Servicer or Special Servicer, as applicable,
and the Certificate Administrator shall be entitled to conclusively rely upon
such Master 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
Certificate Administrator's Internet website, the Certificate Administrator may
require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in
accordance herewith.

            (g) Each Master Servicer may, but is not required to, at its sole
cost and expense, make any of the reports or files it delivers pursuant to this
Agreement available on such Master Servicer's Website only with the use of a
password, in which case such Master Servicer shall provide such password to (i)
the other parties to this Agreement, who by their acceptance of such password
shall be deemed to have agreed not to disclose such password to any other
Person, (ii) the Rating Agencies, and (iii) each Certificateholder and
prospective Certificateholder who requests such password, provided that any such
Certificateholder or prospective Certificateholder, as the case may be, has
delivered a certification substantially in the form of Exhibit V-1 or, at the
sole option of each Certificateholder, a confidentiality agreement substantially
in the form of Exhibit V-2 (it being acknowledged that there shall be no
differences in information provided to a Certificateholder based on whether they
execute a certification or a confidentiality agreement) to the Trustee, the
Certificate Administrator and the applicable Master Servicer. In connection with
providing access to the applicable Master Servicer's Website, such Master
Servicer may require registration and the acceptance of a disclaimer and
otherwise (subject to the preceding sentence) adopt reasonable rules and
procedures, which may include, to the extent such Master Servicer deems
necessary or appropriate, conditioning access on execution of an agreement
governing the availability, use and disclosure of such information, and which
may provide indemnification to such Master Servicer for any liability or damage
that may arise therefrom. Neither Master Servicer shall 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. Each Master
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 applicable Master Servicer may, at its sole cost and
expense, make available by electronic media, bulletin board service or Internet
website any reports or other information such Master 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 applicable
Master Servicer is required to deliver any statement, report or other
information under any provision of this Agreement, then, such Master 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 its website, unless this Agreement expressly
specifies a particular method of delivery; provided that all reports required to
be delivered to the Certificate Administrator shall be delivered in accordance
with clause (x) or (y) or, upon request, Clause (z).

            (h) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the applicable Master Servicer) provide the
applicable Master Servicer with such information in its possession regarding the
Specially Serviced Loans and REO Properties as may be reasonably necessary for
such Master Servicer to prepare each report and any supplemental information to
be provided by such Master Servicer to the Certificate Administrator. Neither
the Certificate Administrator nor the Depositor shall have any obligation to
recompute, verify or recalculate the information provided thereto by the Master
Servicers. Unless the Certificate Administrator has actual knowledge that any
report or file received from the Master Servicers contains erroneous
information, the Certificate 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 Certificate Administrator shall
provide the requesting Certificateholder with such information that is in the
Certificate Administrator's possession or can reasonably be obtained by the
Certificate 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 Certificate
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 Certificate 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 Master Servicers, 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 since the Closing Date; (iii) all annual Officer's
Certificates and all accountants' reports delivered by the Master Servicers and
the Special Servicer to the Certificate 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 applicable Master Servicer or
the Special Servicer in respect of each Mortgaged Property and delivered to the
Certificate 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 applicable Master
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 applicable Master Servicer and/or the
Special Servicer and delivered to the Certificate Administrator; and (vii) any
and all Officer's Certificates and other evidence delivered to or by the
Certificate Administrator to support the applicable Master Servicer's or the
Special Servicer'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 Certificate Administrator upon request. The
Certificate 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 Certificate Administrator's obligation under this Section 4.02(j)
to make available any document is subject to the Certificate Administrator's
receipt of such document.

            (k) On or within two Business Days following each Distribution Date,
the Certificate Administrator shall prepare and make available or furnish to the
Financial Market Publisher and each Underwriter, using a commercially reasonable
format and media mutually agreed upon by the Certificate 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 Certificate Administrator:

            (i) the Loan Number;

            (ii) each related Mortgage Rate; and

            (iii) the Stated Principal Balance as of such Distribution Date.

The Certificate 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 Master Servicers 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 Certificate
Administrator, the Master Servicers or the Special Servicer to violate any
applicable law prohibiting disclosure of information with respect to any
Borrower and the failure of the Certificate Administrator, the Master Servicers
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 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 Certificate 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 each 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 Certificate 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 applicable Master
      Servicer, the Special Servicer or the Certificate 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 sign all Tax Returns and other reports
required by this Section 4.04 and the Certificate Administrator on behalf of the
Trustee shall promptly either file them or do 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 Certificate 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 Certificate 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 Certificate Administrator in connection with any audit or
administrative or judicial proceeding shall be paid by the Trust Fund.

            The Certificate Administrator shall not intentionally take any
action or intentionally omit to take any action if, in taking or omitting to
take such action, the Certificate 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 Certificate Administrator shall
not be required to take any action that the Certificate Administrator in good
faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate 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 Certificate Administrator shall have no
responsibility or liability with respect to any act or omission of the
Depositor, the Trustee, the Master Servicers or the Special Servicer which does
not enable the Certificate 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 Certificate 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 Certificate 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 Master Servicers, the Special Servicer, the
Trustee or the Depositor shall be (i) permitted to take any action that the
Certificate Administrator would not be permitted to take pursuant to the
preceding two sentences or (ii) responsible or liable (except in connection with
taking any act or omission referred to in the two preceding sentences or the
following sentence) for any failure by the Certificate Administrator to comply
with the provisions of this Section 4.04. The Depositor, the Trustee, the Master
Servicers and the Special Servicer shall cooperate in a timely manner with the
Certificate Administrator in supplying any information within the Depositor's,
the Trustee's, the applicable Master Servicer's or the Special Servicer's
control (other than any confidential information) that is reasonably necessary
to enable the Certificate 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 Master
Servicers, 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 Lower-Tier REMIC or the Upper-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 Serviced REO Property in determining Net REO Proceeds with respect to
the Serviced 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 Certificate
Administrator amounts reasonably determined by the Certificate Administrator to
be necessary to pay such taxes, which the Certificate Administrator shall
maintain in a separate, non-interest-bearing account, and the Certificate
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 Certificate 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 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 Certificate Administrator is hereby authorized to and
shall retain or cause to be retained from 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
Trustee from contesting, at the expense of the Trust Fund, or in the case of a
Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances)) any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate 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 applicable
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 Certificate 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 Master Servicers, the Special Servicer, the Certificate
Administrator, nor the Trustee 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 applicable Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee or an act or omission of the
applicable Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee 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 either Master Servicer, Section 8.01, in the case of the Trustee or
Section 4.04 or 8.01, in the case of the Certificate Administrator.
Notwithstanding anything in this Agreement to the contrary, in each such case,
the Master Servicers or the Special Servicer shall not be responsible for the
Trustee's or the Certificate Administrator's breaches, acts or omissions, the
Trustee shall not be responsible for the breaches, acts or omissions of the
Certificate Administrator, the Master Servicers or the Special Servicer and the
Certificate Administrator shall not be responsible for the breaches, acts or
omissions of the Trustee, the Master Servicers or the Special Servicers.

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 applicable Master 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/Certificate Administrator Fee
Rate). The Applicable Monthly Payment shall be reduced, for purposes of P&I
Advances, by any modifications pursuant to Section 3.30 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, each Master Servicer with respect to the Mortgage Loans that
it is servicing shall:

            (i) remit to the Certificate 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(k) Excess Liquidation Proceeds, in each case received by the
      applicable Master Servicer in its Collection Period preceding such
      Distribution Date;

            (ii) remit to the Certificate Administrator for deposit in the
      Lower-Tier Distribution Account, an amount equal to the aggregate of the
      Available Funds for such Distribution Date;

            (iii) remit to the Certificate Administrator for deposit in the
      Class T Grantor Trust Distribution Account an amount equal to the Excess
      Interest for the benefit of the Class T Certificateholders received by
      such Master 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, each Master Servicer shall in the case
of all Mortgage Loans either (i) remit to the Certificate 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 its 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 such 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 by such Master Servicer.
Any amounts held in the applicable 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 applicable Master
Servicer's records and replaced by such Master Servicer by deposit in the
applicable 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 either (x) the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made or (y) the deposit of Monthly
Payments collected prior to the expiration of any applicable grace period that
ends after the P&I Advance Determination Date in respect of which such P&I
Advances were made). Each Master Servicer shall notify the Trustee and the
Certificate 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
applicable Master Servicer fails to make a required P&I Advance by 1:00 p.m.
(New York City time) on any Servicer Remittance Date, then 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 applicable
Master 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. Neither the Master Servicers nor the Trustee
shall be required to make P&I Advances on any Companion Loan.

            (b) Subject to Sections 4.07(c), 4.07(d) and 4.07(e) below, the
aggregate amount of P&I Advances to be made by each Master Servicer with respect
to any Distribution Date shall equal the aggregate of: (i) all Monthly Payments
with respect to the Mortgage Loans (in each case, net of related Servicing Fees
and, (i) in the case of the Charles River Plaza North Loan, net of the servicing
fee rate pursuant to the COBALT CMBS 2007-C3 Pooling and Servicing Agreement and
(ii) in the case of each of the USFS Industrial Distribution Portfolio Loan, the
85 Tenth Avenue Loan and the Georgian Towers Loan, net of the servicing fee rate
pursuant to the COMM 2007-C9 Pooling and Servicing Agreement) other than Balloon
Payments, that were due during the related Collection Period and delinquent (or
unpaid, pending the expiration of any applicable grace period with respect to
any Mortgage Loan having a grace period extending past the P&I Advance
Determination Date) as of the close of business on the P&I Advance Determination
Date (or not advanced by the applicable Master Servicer or any sub-servicer on
behalf of such Master Servicer) with respect to the Mortgage Loans that it is
servicing and (ii) with respect to each Mortgage Loan that such Master Servicer
is servicing (and, with respect to the Non-Serviced Mortgage Loans, the
applicable Master Servicer) and 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 each Master Servicer to make such P&I
Advances, with respect to the Mortgage Loans that it is servicing, 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 applicable Master 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 applicable
Master 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 applicable Master 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 Master Servicers 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) 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 Master
Servicers 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 applicable Servicing Standard in the case of the
Master Servicers and the Special Servicer) (among other things) future expenses
and to estimate and consider (among other things) the timing of recoveries.

            Each Master 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 Master
Servicers 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
applicable Master 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 applicable Master Servicer, the Special Servicer or the Trustee, reflect
current market conditions, and the applicable Master Servicer or the Trustee, as
applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, such Master 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, if any, second, of the related Mortgage Loan, or in the case of
a Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances) and, third, to the extent such expense remains unpaid, of the Trust
Fund).

            Any such determination by the applicable Master 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
Certificate 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 Certificate Administrator, the applicable Master
Servicer and the Special Servicer, which in each case sets forth such
nonrecoverability determination and the considerations of such Master 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 such Master 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 applicable Servicing Standard, that
any P&I Advance previously made or proposed to be made is nonrecoverable and
shall deliver to the applicable Master Servicer, the Certificate Administrator
and the Trustee notice of such determination, together with a certificate of a
Servicing Officer and the supporting information described above. Any such
determination shall be conclusive and binding on the applicable Master 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 applicable Master Servicer or
the Special Servicer) may obtain, at the expense of the Trust Fund (and, in the
case of any Serviced Whole Loan, prior to at the expense of the Trust Fund,
first, of the related Serviced B Loan, if any and, second, to the extent such
expense remains unpaid, of the related Mortgage Loan, or in the case of a
Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances)), 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 applicable Master Servicer or the
Special Servicer, as applicable, that a P&I Advance, if made, would be a
Nonrecoverable P&I Advance and (ii) the applicable Master 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
applicable Master Servicer hereunder. The Special Servicer shall promptly
furnish the applicable Master 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
applicable Collection Account pursuant to Section 3.06(b) or any Serviced Whole
Loan Collection Account pursuant to Section 3.06(c), each Master 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 its 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 later of the date made or the expiration of any applicable
grace period 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) with respect to the Mortgage Loan that
such Master Servicer is servicing (and, with respect to each of the Non-Serviced
Mortgage Loans, the applicable Master Servicer). Each Master 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 its Collection Account or the applicable Serviced Whole Loan
Collection Account with respect to the Mortgage Loan that such Master Servicer
is servicing (and, with respect to each of the Non-Serviced Mortgage Loans, the
applicable Master Servicer).

            Notwithstanding anything to the contrary contained in Section 4.06,
(i) neither the applicable Master 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
applicable Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee 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 applicable
Master Servicer will be permitted to 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 related 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 related 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 applicable Master Servicer determines that a proposed P&I Advance with
respect to the applicable 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, such
Master Servicer shall provide the related 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, promptly (or within the time period as
required by the applicable Co-Lender Agreement). If the applicable Master
Servicer receives written notice from the related 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 applicable Master
Servicer or the Trustee shall make any additional P&I Advances with respect to
such Non-Serviced Mortgage Loan unless the applicable Master Servicer has
consulted with the other related Master Servicer 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 related 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 applicable Master Servicer or
the Trustee, as applicable, will be permitted to 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 applicable Master 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 applicable
Master Servicer or the applicable Master Servicer receives written notice of
such determination by any of the applicable Other Servicers or other master
servicer, neither the applicable Master Servicer nor the Trustee shall make any
additional P&I Advances with respect to such Non-Serviced Mortgage Loan until
such Master Servicer has followed the process set forth in this paragraph.

            In the event that the applicable Master Servicer receives notice
from any of Fitch, Moody's or S&P that it is no longer approved as a master
servicer for commercial mortgage securitizations, it shall promptly notify the
Trustee, any Other Trustee, any Other Servicer and any other trustee or 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 applicable Master Servicer will be permitted to
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 any related Serviced Pari Passu Companion Loan, by the master
servicer under the related Serviced Companion Loan Securitization Agreement. If
the applicable Master 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 applicable Master Servicer subsequently
determines that a proposed Property Advance would be a Nonrecoverable Advance or
an outstanding Property Advance is or would be a Nonrecoverable Advance, the
applicable Master Servicer shall promptly provide the master servicer under each
Serviced Companion Loan Securitization Agreement related to a Serviced Companion
Loan written notice of such determination. If the applicable Master 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 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 Master Servicers or the Trustee shall
make any additional P&I Advances with respect to related Mortgage Loan unless
the applicable Master Servicer has consulted with the other Master Servicer 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 applicable
Master Servicer or the Trustee, as applicable, will be permitted to 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 Fitch,
Moody's and S&P. Notwithstanding the foregoing, the applicable Master 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 applicable
Master Servicer or such Master Servicer receives written notice of such
determination by any of the other Master Servicer with respect to Serviced
Companion Loan, neither the applicable Master Servicer nor the Trustee shall
make any additional P&I Advances with respect to such Serviced Mortgage Loan,
until the applicable Master Servicer has followed the process set forth in this
paragraph.

            In the event that the applicable Master 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) Each Master 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 each Master Servicer and the Special Servicer each hereby
covenants and agrees 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. (a) The Certificate
Administrator shall maintain adequate books and records to account for the
separate entitlements of the Class T Grantor Trust.

            (b) The parties intend that the Class T Grantor Trust 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 Certificate Administrator shall file or cause to be filed with the IRS Form
1041 (or if the Class T Grantor Trust is a WHFIT, Form 1099) or such other form
as may be applicable and shall furnish or cause to be furnished to the Holders
of the Class T Certificates their allocable share of income with respect to the
Class T Grantor Trust Assets as such amounts are received or accrue, as
applicable. Notwithstanding the foregoing, unless otherwise notified by the
beneficial owner of a Class T Certificate that such Certificate is registered in
the name of a nominee or other middleman on behalf of such beneficial owner, the
Certificate Administrator shall not treat the Class T Grantor Trust as a WHFIT.

            Under no circumstances shall the Trustee, the Master Servicer or the
Special Servicer have the power to vary the investment of the Holders of the
Class T Certificates in the Class T Grantor Trust to take advantage of
variations in the market rate of interest to improve their rate of return.

            (c) The Certificate Administrator shall report as required under the
WHFIT Regulations to the extent such information as is reasonably necessary to
enable the Certificate Administrator to do so (and that is not otherwise in its
possession) is provided to the Certificate Administrator on a timely basis. The
Certificate Administrator is hereby directed to assume that The Depository Trust
Company is the only "middleman" as defined by the WHFIT Regulations unless the
Depositor provides the Certificate Administrator with the identities of other
"middlemen" that are Certificateholders. The Certificate Administrator shall be
entitled to rely on the first sentence of this paragraph and shall be entitled
to indemnification in accordance with the terms of this Agreement in the event
that the Internal Revenue Service makes a determination that the first sentence
of this paragraph is incorrect.

            (i) The Certificate Administrator, in its discretion, shall report
      required WHFIT information using either the cash or accrual method, except
      to the extent the WHFIT Regulations specifically require a different
      method. The Certificate Administrator shall be under no obligation to
      determine whether any Certificateholder uses the cash or accrual method.
      The Certificate Administrator shall make available WHFIT information to
      Certificateholders annually. In addition, the Certificate Administrator
      shall not be responsible or liable for providing subsequently amended,
      revised or updated information to any Certificateholder, unless requested
      by the Certificateholder.

            (ii) The Certificate Administrator shall not be liable for failure
      to meet the reporting requirements of the WHFIT Regulations nor for any
      penalties thereunder if such failure is due to: (i) the lack of reasonably
      necessary information being provided to the Certificate Administrator that
      is not otherwise in its possession, (ii) incomplete, inaccurate or
      untimely information being provided to the Certificate Administrator or
      (iii) the inability of the Certificate Administrator, after good faith
      efforts, to alter its existing information reporting systems to capture
      information necessary to fully comply with the WHFIT Regulations for the
      2007 calendar year. Each owner of a Class of Certificates representing, in
      whole or in part, beneficial ownership of an interest in a WHFIT, by
      acceptance of its interest in such class of securities, will be deemed to
      have agreed to provide the Certificate Administrator with information
      regarding any sale of such securities, including the price, amount of
      proceeds and date of sale. Absent receipt of information regarding any
      sale of Certificates, including the price, amount of proceeds and date of
      sale from the beneficial owner thereof or the Depositor, the Certificate
      Administrator shall assume there is no secondary market trading of WHFIT
      interests.

            (iii) To the extent required by the WHFIT Regulations, the
      Certificate Administrator shall use reasonable efforts to publish on an
      appropriate website the CUSIPs for the Certificates that represent
      ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A
      CUSIPs. The Certificate Administrator shall make reasonable good faith
      efforts to keep the website accurate and updated to the extent CUSIPs have
      been received. Absent the receipt of a CUSIP, the Certificate
      Administrator will use a reasonable identifier number in lieu of a CUSIP.
      The Certificate Administrator shall not be liable for investor reporting
      delays that result from the receipt of inaccurate or untimely CUSIP
      information.

            (d) The Certificate Administrator shall be entitled to additional
reasonable compensation for changes in reporting required in respect of the
WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or
a change in interpretation of the WHFIT Regulations by the IRS or the Depositor
or its counsel, if such change requires, in the Certificate Administrator's sole
discretion, a material increase in the Certificate Administrator's reporting
obligations in respect of the related 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-AB Certificates, the Class A-4 Certificates, the Class A-1A
Certificates, the Class XP Certificates, the Class XS Certificates, the Class AM
Certificates, the Class A-MA Certificates, the Class AJ Certificates, the Class
A-JA 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 Q
Certificates, the Class S Certificates, the Class T Certificates, the Class R
Certificates and the Class LR Certificates.

            The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class XP, Class XS, Class AM, Class A-MA, Class AJ, Class A-JA, 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 S, Class T, Class R and Class
LR Certificates will be substantially in the forms annexed hereto as Exhibits
A-1 through A-6, 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 participating
brokerage firm, 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                 $42,300,000
A-2            $10,000                 $88,500,000
A-3            $10,000                 $39,400,000
A-AB           $10,000                 $52,000,000
A-4            $10,000                $958,980,000
A-1A           $10,000                $284,848,000
XP          $1,000,000              $2,039,879,000
XS          $1,000,000              $2,094,183,816
AM             $10,000                $168,726,000
A-MA           $10,000                 $40,693,000
AJ             $10,000                $111,780,000
A-JA           $10,000                 $26,959,000
B              $25,000                 $20,942,000
C              $25,000                 $20,942,000
D              $25,000                 $20,942,000
E              $25,000                 $18,324,000
F              $25,000                 $18,324,000
G              $25,000                 $20,942,000
H              $25,000                 $23,559,000
J              $25,000                 $23,560,000
K              $25,000                 $20,942,000
L              $25,000                 $26,177,000
M              $25,000                  $7,853,000
N              $25,000                  $5,236,000
O              $25,000                  $5,235,000
P              $25,000                  $5,236,000
Q              $25,000                  $2,617,000
S              $25,000                 $39,266,816

            Each Certificate will share ratably in all rights of the related
Class. The Class T, Class R and Class 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 Certificate Administrator, the Paying Agent and the Trustee 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 Certificate
Administrator with the names of Beneficial Owners (even if such
Certificateholders hold their Certificates through the Depository) the
Certificate 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 Certificate 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 Certificate 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 Certificate 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
Certificate 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 Certificate Administrator of Global Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Administrator shall issue the
Individual Certificates. Neither the Trustee, the Certificate Administrator, the
Certificate Registrar, the applicable Master 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
Certificate Administrator, the Certificate Registrar and the applicable Master
Servicer shall recognize the Holders of Individual Certificates as
Certificateholders hereunder.

            (f) If the Trustee, its agents, the Certificate Administrator, its
agents or the Master Servicers or Special Servicer have instituted or have been
directed to institute any judicial proceeding in a court to enforce the rights
of the Certificateholders under the Certificates, and the Trustee, the
Certificate Administrator, the Master Servicers or the Special Servicer have
been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Trustee, the Certificate Administrator, the Master
Servicers or the Special Servicer to obtain possession of the Certificates, the
Trustee, the Certificate Administrator, the Master Servicers or the Special
Servicer may in their sole discretion determine that the Certificates
represented by the Global Certificates shall no longer be represented by such
Global Certificates. In such event, the Certificate 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 Certificate 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 Certificate Administrator shall make available to each
Holder of a Class XS, 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 S, Class T,
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 Master Servicers 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 Certificate Administrator by the Master
Servicers.

            For so long as the Class R or Class LR Certificates remain
outstanding, none of the Depositor, the Trustee, the Certificate 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 Certificate Administrator or the Authenticating Agent and
delivered to the Depositor. All Certificates shall be executed by manual or
facsimile signature on behalf of the Certificate 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
Certificate Administrator or Authenticating Agent shall bind the Certificate
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-34 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 Certificate
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 Master Servicers 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 Certificate
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 Certificate Administrator as a
consequence of a Borrower failing to make such payments shall be reimbursable to
the Certificate Administrator as an expense of the Trust Fund.

            Section 5.02 Registration, Transfer and Exchange of Certificates.
(a) The Certificate Administrator shall keep or cause to be kept at its offices
books (the "Certificate Register") for the registration, transfer and exchange
of Certificates (the Certificate Administrator, in such capacity, being the
"Certificate Registrar"). The Depositor, the Trustee, the Master Servicers 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
Master Servicers, Special Servicer, the Trustee, the Certificate 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 Certificate Administrator, the Certificate Registrar shall provide the
Certificate 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 Certificate 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 T, 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 Certificate 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 Certificate 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 Certificate
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
Certificate 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 T, 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 T,
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 Master Servicers, the Certificate
Administrator, the Trustee nor the Certificate Registrar are obligated to
register or qualify the Class XS, 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 S,
Class T, 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 Master Servicers, the Certificate
Administrator, the Trustee 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 L, Class M, Class N, Class O, Class P,
Class Q, Class S, Class T, 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 T 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 Trustee, 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 T Certificate or a 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 Certificate Administrator, the Trustee 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 Master Servicers,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee
or the Certificate Registrar to any obligation or liability. None of the
Certificate Administrator or the Certificate Registrar shall register a Class T,
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 the Class T
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 Certificate 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 Certificate 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 Certificate 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 Certificate Administrator, the
Certificate Registrar and the Certificate 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 Trustee, the Certificate Administrator and the Master Servicers
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 Certificate 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 Certificate
Administrator may appoint a paying agent for the purpose of making distributions
to Certificateholders pursuant to Section 4.01. The Certificate Administrator
shall cause such Paying Agent, if other than the Trustee or the Master
Servicers, to execute and deliver to the Master Servicers and the Trustee an
instrument in which such Paying Agent shall agree with the Master Servicers and
the Trustee 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
Certificate Administrator. Except for the Certificate 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 Fitch, "A1" by Moody's and
"A+" by S&P, 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 Certificate Administrator that the Certificate
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 Certificate
Administrator and the Trustee and, when required, to the applicable Master
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 Certificate Administrator and the applicable Master
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
Certificate 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 Certificate Administrator or the Trustee or the applicable Master
Servicer in reliance thereon, whether or not notation of such action is made
upon such Certificate.

            (d) The Certificate 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 MASTER SERVICERS AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicers and
the Special Servicer. The Depositor, each Master 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 either the Master Servicer,
the Special Servicer or the Depositor. Subject to the following paragraph, each
Master Servicer will keep in full effect its existence, rights and good standing
(i) as a corporation under the laws of the State of California (with respect to
the Capmark Master Servicer) or (ii) as a national banking association under the
laws of the United States of America (with respect to the Wachovia Master
Servicer) and will not jeopardize its ability to do business in each
jurisdiction in which the Mortgaged Properties securing the Mortgage Loans that
it is servicing are located or to protect the validity and enforceability of
this Agreement, the Certificates or any of the Mortgage Loans that it is
servicing and to perform its respective duties under this Agreement.

            Each Master 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 such Master Servicer, the Special
Servicer or the Depositor hereunder, and shall be deemed to have assumed all of
the liabilities of such Master 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. Notwithstanding the foregoing, prior to the date upon
which the Trust's Exchange Act reporting obligation is suspended by the filing
of the Form 15 as contemplated by Section 10.10, no Master Servicer or Special
Servicer may remain a Master Servicer or Special Servicer under this Agreement
after (x) being merged or consolidated with or into any Person that is a
Prohibited Party, or (y) transferring all or substantially all of its assets to
any Person if such Person is a Prohibited Party, except to the extent (i) such
Master Servicer or the Special Servicer is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with
its Regulation AB reporting obligations hereunder or (ii) the Depositor consents
to such merger, consolidation or transfer, which consent shall not be
unreasonably withheld.

            Section 6.03 Limitation on Liability of the Depositor, the Master
Servicers and Others. (a) Neither the Depositor, the Master Servicers, the
Special Servicer nor any affiliates, directors, officers, employees, members,
managers or agents (including sub-servicers) of the Depositor, the Master
Servicers 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 or not taken at the
direction of the Directing Certificateholder), or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
applicable Master Servicer or the Special Servicer, or any member, manager,
director, officer, employee or agent (including sub-servicers) of the Depositor,
such Master 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 applicable Master Servicer or Special Servicer, by reason of
any specific liability imposed hereunder for a breach of the applicable
Servicing Standard) in the performance of duties or by reason of negligent
disregard of obligations or duties hereunder. The Depositor, each Master
Servicer, the Special Servicer, and any affiliate, member, manager, director,
officer, employee or agent (including sub-servicers) of the Depositor, such
Master 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, each
Master Servicer, the Special Servicer and any affiliate, member, manager,
director, officer, employee or agent (including sub-servicers) of the Depositor,
such Master Servicer or the Special Servicer shall be indemnified and held
harmless by the Trust Fund out of the applicable Collection Account (in
accordance with Section 3.06(b) 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, or in the case of a Serviced Whole Loan with one or more Serviced Pari
Passu Companion Loans, on a pro rata basis as between the related Mortgage Loan
and any related Serviced Pari Passu Companion Loans (based on their respective
outstanding principal balances)), and then, if funds therein are insufficient,
out of the Collection Account.

            None of the Depositor, the Master Servicers 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 applicable Master 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, second, out of
the related Serviced Whole Loan Collection Account, attributable to the Mortgage
Loan, or in the case of a Serviced Whole Loan with one or more Serviced Pari
Passu Companion Loans, on a pro rata basis as between the related Mortgage Loan
and any related Serviced Pari Passu Companion Loans (based on their respective
outstanding principal balances), and then, if funds therein are insufficient,
out of the applicable Collection Account.

            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, the
Directing Certificateholder 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 that 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 either Master Servicer and
the Special Servicer; Termination of either Master Servicer and the Special
Servicer. (a) Each Master 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 such Master Servicer or Special Servicer 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 Certificate 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, (C) shall execute and deliver to the Trustee and the
Certificate Administrator an agreement that 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 such Master Servicer or Special
Servicer, as applicable under this Agreement from and after the date of such
agreement and (D) shall not be a Prohibited Party; (ii) as confirmed by a letter
from each Rating Agency delivered to the Trustee and the Certificate
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) such Master 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; and (iv) 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
Master Servicer or Special Servicer, as applicable, hereunder.

            (b) Except as provided in Section 6.02 and this Section 6.04, each
Master Servicer and the Special Servicer shall not resign from its respective
obligations and duties hereby imposed on it except upon determination that such
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of a Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained
at the resigning Master Servicer's or Special Servicer's expense) to such effect
delivered to the Trustee and the Certificate Administrator.

            (c) The Trustee shall be permitted to remove either Master Servicer
or the Special Servicer upon a Master 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 applicable Master 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 applicable Master 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 applicable
Master Servicer, the successor Master Servicer has deposited into the Investment
Accounts from which amounts were withdrawn to reimburse the terminated Master
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 Master Servicer shall, immediately upon
deposit, have the same right of reimbursement or payment as the terminated
Master Servicer had immediately prior to its termination without regard to the
operation of this paragraph.

            No resignation or removal of either Master Servicer or the Special
Servicer as contemplated by the preceding paragraphs shall become effective
until the Trustee or a successor Master Servicer or Special Servicer shall have
assumed the resigning or terminated Master Servicer's or the Special Servicer's
responsibilities, duties, liabilities and obligations hereunder. If no successor
Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special
Servicer would have been entitled, additional amounts payable to such successor
Master Servicer or Special Servicer shall be treated as Realized Losses.

            Section 6.05 Rights of the Depositor and the Trustee in Respect of
each Master Servicer and the Special Servicer. Each Master Servicer and the
Special Servicer shall afford the Depositor, the Underwriters, the Certificate
Administrator, the Trustee 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, each Master Servicer and/or the Special
Servicer, as applicable, shall furnish to the Depositor, the Master Servicers,
the Special Servicer, the Certificate Administrator and the Trustee its most
recent publicly available financial statements (or, with respect to the
applicable Master Servicer, those of its ultimate parent) and such other
non-proprietary information as the applicable Master Servicer or the 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 applicable Master 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 applicable Master 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 Accounts (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 applicable Master Servicer or Special
Servicer, as applicable. None of the Depositor, the Certificate Administrator or
the Trustee and neither the applicable Master Servicer, with respect to the
Special Servicer, or the Special Servicer, with respect to the applicable Master
Servicer, shall have any responsibility or liability for any action or failure
to act by the applicable Master Servicer or the Special Servicer and neither
such Person is obligated to monitor or supervise the performance of the
applicable Master Servicer or the Special Servicer under this Agreement or
otherwise. Neither the Master Servicers nor the Special Servicer shall be under
any obligation to disclose confidential or proprietary information pursuant to
this Section.

            Section 6.06 The Master Servicers or Special Servicer as Owners of a
Certificate. Each Master Servicer or an Affiliate of each Master 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 a Master Servicer
or the Special Servicer or an Affiliate thereof. If, at any time during which
either Master Servicer or the Special Servicer or an Affiliate of either Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any
Certificate, such Master 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 such Master
Servicer's or the Special Servicer's good faith judgment, violate the applicable
Servicing Standard, and (ii) if taken, might nonetheless, in such Master
Servicer's or the Special Servicer's good faith judgment, be considered by other
Persons to violate the applicable Servicing Standard, such Master Servicer or
the Special Servicer may but need not seek the approval of the
Certificateholders to such action by delivering to the Certificate 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 such Master Servicer or the Special Servicer or an
Affiliate of such Master Servicer or the Special Servicer, and (iii) describes
in reasonable detail the action that such Master Servicer or the Special
Servicer proposes to take. The Certificate Administrator, upon receipt of such
notice, shall forward it to the Certificateholders (other than the applicable
Master Servicer and its Affiliates or the Special Servicer and its Affiliates,
as appropriate) together with such instructions for response as the Certificate
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 applicable Master 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 applicable
Master Servicer or the Special Servicer shall act as proposed in the written
notice, such action shall be deemed to comply with the applicable Servicing
Standard. The Certificate Administrator shall be entitled to reimbursement from
the applicable Master Servicer or the Special Servicer, as applicable, of the
reasonable expenses of the Certificate Administrator incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the applicable
Master 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, Other Special Servicer, Other Depositor and 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, this Agreement or the related
Co-Lender 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 or the related
Co-Lender Agreement.

                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default. (a) With respect to either Master
Servicer, "Master Servicer Event of Default," wherever used herein, means any
one of the following events; provided, that the Master Servicer Events of
Default enumerated below in this Section 7.01 shall apply to each of the Capmark
Master Servicer and the Wachovia Master Servicer, but the occurrence of a Master
Servicer Event of Default with respect to one Master Servicer shall not be a
Master Servicer Event of Default with respect to the other Master Servicer:

            (i) (A) any failure by such Master Servicer to make any deposit
      required to its 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 two Business Days or (B) any failure by
      such Master Servicer to deposit into, or remit to the Certificate
      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 such Master Servicer determines such P&I
      Advance is a Nonrecoverable Advance), which failure is not remedied by
      11:00 a.m. (New York City time) on the relevant Distribution Date
      (provided, however, that to the extent such Master Servicer does not
      timely make such remittance to the Certificate Administrator, such Master
      Servicer shall pay the Certificate Administrator for the account of the
      Certificate Administrator interest on any amount not timely remitted at
      the Prime Rate from and including the applicable required remittance date
      to, but not including, the date such remittance is actually made) or any
      failure by such Master 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 (which failure
      continues for one Business Day);

            (ii) any failure on the part of such Master 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 such Master
      Servicer's failure to make a Property Advance or 45 days in the case of
      failure to pay the premium for any insurance policy required to be force
      placed by such Master Servicer pursuant to this Agreement or in any event
      such shorter period of time as is necessary to avoid the commencement of
      foreclosure proceedings for any lien relating to unpaid real estate taxes
      or assessments or a lapse in any required insurance coverage) after the
      date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to such Master 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 is
      capable of being cured and such Master 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 such Master 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 such Master Servicer by
      the Depositor or the Trustee, or to such Master 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 such
      Master 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
      such Master Servicer and such decree or order shall have remained in force
      undischarged, undismissed or unstayed for a period of 60 days;

            (v) such Master 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 such Master Servicer
      or of or relating to all or substantially all of its property;

            (vi) such Master 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) a servicing officer of such Master Servicer obtains actual
      knowledge that Moody's or Fitch has (i) qualified, downgraded or withdrawn
      its rating or ratings of one or more Classes of Certificates or Serviced
      Companion Loan Securities, or (ii) has placed one or more Classes of
      Certificates or Serviced Companion Loan Securities on "watch status" in
      contemplation of a ratings downgrade or withdrawal (and such
      qualification, downgrade, withdrawal or "watch status" placement shall not
      have been withdrawn by Moody's or Fitch within 60 days of the date such
      servicing officer obtained such actual knowledge) and, in the case of
      either of clauses (i) or (ii), cited servicing concerns with such Master
      Servicer as the sole or material factor in such rating action;

            (viii) the removal of such Master Servicer from S&P's Select
      Servicer List as a U.S. Commercial Mortgage Master Servicer and that
      Master Servicer is not reinstated to such status within 60 days of such
      removal; or

            (ix) subject to Section 10.16(c), any failure by such Master
      Servicer to deliver (a) any Exchange Act reporting items required to be
      delivered by such servicer under Article X (other than items to be
      delivered by a Loan Seller Sub-Servicer) by the time required under
      Article X after any applicable grace periods or (b) any Exchange Act
      reporting items that a primary servicer, sub-servicer or Servicing
      Function Participant (such entity, the "Sub-Servicing Entity") retained by
      such Master Servicer (but excluding any Loan Seller Sub-Servicer) is
      required to deliver (any Sub-Servicing Entity shall be terminated if it
      defaults in accordance with the provision of this clause (ix)).

Then, and in each and every such case, so long as a Master Servicer Event of
Default shall not have been remedied, the Trustee may (and shall at the written
direction of the Depositor with respect to clause (ix) above), 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
applicable Master 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) and (viii) above, the Trustee shall be required to notify
Certificateholders of such Master Servicer Event of Default and request whether
such Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders favor such termination.

            In the event that either Master Servicer is also the Special
Servicer and such Master Servicer is terminated as provided in this Section
7.01, then such Master Servicer shall also be terminated as Special Servicer.

            If any Master Servicer receives notice of termination under this
Section 7.01(a) solely due to an Event of Default under Section 7.01(a)(vii) or
(viii) and if such Master Servicer to be terminated pursuant to this Section
7.01(a) provides the Trustee with the appropriate "request for proposal"
materials within five (5) Business Days following such termination notice, then
such Master Servicer shall continue to service as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section
7.01(a). Upon receipt of the "request for proposal" materials, the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by
such Master Servicer) solicit good faith bids for the rights to service the
Mortgage Loans and Serviced Companion Loans under this Agreement from at least
three (3) Persons qualified to act as Master Servicer hereunder in accordance
with Sections 6.02 and 7.02 (any such Person so qualified, a "Qualified Bidder")
or, if three (3) Qualified Bidders cannot be located, then from as many persons
as the Trustee can determine are Qualified Bidders; provided that, at the
Trustee's request, the applicable Master Servicer shall supply the Trustee with
the names of Persons from whom to solicit such bids; and provided, further, that
the Trustee shall not be responsible if less than three (3) or no Qualified
Bidders submit bids for the right to service the Mortgage Loans and Serviced
Companion Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer, and to agree to be bound by the
terms hereof, within 45 days after the notice of termination of the applicable
Master Servicer. The materials provided to the Trustee shall provide for
soliciting bids: (i) on the basis of such successor Master Servicer retaining
all Sub Servicers to continue the primary servicing of the Mortgage Loans and
Serviced Companion Loans pursuant to the terms of the respective Sub-Servicing
Agreements (each, a "Servicing Retained Bid"); and (ii) on the basis of
terminating each Sub Servicing Agreement and Sub Servicer that it is permitted
to terminate in accordance with Section 3.01(c) (each, a "Servicing Released
Bid"). The Trustee shall select the Qualified Bidder with the highest cash
Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid)
(the "Successful Bidder") to act as successor Master Servicer hereunder;
provided, however, that if the Trustee does not receive confirmation in writing
by each Rating Agency that the appointment of such Successful Bidder as
successor Master Servicer will not result in the withdrawal, downgrade, or
qualification of the rating assigned by the Rating Agency to any class of
Certificates within 10 days after the selection of such Successful Bidder, then
the Trustee shall repeat the bid process described above (but subject to the
above described 45 day time period) until such confirmation is obtained. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof no later than 45 days
after notice of the termination of the applicable Master Servicer; provided,
however, that the initial Master Servicer may request and obtain, with the prior
written consent of the Controlling Class Representative, an additional 20 days
for such sale and assumption to be completed so long as the initial Master
Servicer delivers to the Trustee an Officer's Certificate stating that the sale
and assumption of the right to service the Mortgage Loans cannot be completed in
the initial 45-day period and specifying the reasons therefor.

            Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.12) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful
bid was a Servicing Retained Bid, to the applicable Master Servicer to be
terminated pursuant to this Section 7.01(a), the amount of such cash bid
received from the Successful Bidder (net of "out of pocket" expenses incurred in
connection with obtaining such bid and transferring servicing) and (ii) if the
successful bid was a Servicing Released Bid, to the applicable Master Servicer
and each terminated Sub Servicer its respective Bid Allocation.

            The applicable Master Servicer to be terminated pursuant to this
Section 7.01(a) shall be responsible for all out of pocket expenses incurred in
connection with the attempt to sell its rights to service the Mortgage Loans,
which expenses are not reimbursed to the party that incurred such expenses
pursuant to the preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within the above described time period or no
Successful Bidder was identified within the above described time period, the
applicable Master Servicer to be terminated pursuant to Section 7.01(b) shall
reimburse the Trustee for all reasonable "out of pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(c). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            Notwithstanding anything to the contrary in this Article VII, if a
Master Servicer shall timely deliver the notice and request for proposal
materials referred to in the fourth preceding paragraph, no resignation or
termination of a Master Servicer shall be effective in connection with a Master
Servicer Event of Default under Section 7.01(a)(vii) or (viii), and a Master
Servicer shall continue to perform as such and to collect the servicing fee
until the conclusion of the process described in this Section 7.01(a).

            (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 applicable Master Servicer for deposit into, the
      related 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 applicable
      Master 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 applicable Master Servicer for any loss of income on such
      amount suffered by such Master Servicer due to and caused by the late
      remittance of the Special Servicer and reimburse the Trust for any
      resulting advance interest due to such Master 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 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 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 applicable Master 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) a servicing officer of the Special Servicer obtains actual
      knowledge that Moody's or Fitch has (i) qualified, downgraded or withdrawn
      its rating or ratings of one or more Classes of Certificates or Serviced
      Companion Loan Securities, or (ii) has placed one or more Classes of
      Certificates or Serviced Companion Loan Securities on "watch status" in
      contemplation of a ratings downgrade or withdrawal (and such
      qualification, downgrade, withdrawal or "watch status" placement shall not
      have been withdrawn by Moody's or Fitch within 60 days of the date such
      servicing officer obtained such actual knowledge) and, in the case of
      either of clauses (i) or (ii), cited servicing concerns with the Special
      Servicer as the sole or material factor in such rating action;

            (viii) the removal of the Special Servicer from S&P's Select
      Servicer List as a U.S. Commercial Mortgage Special Servicer and the
      Special Servicer is not reinstated to such status within 60 days of such
      removal; or

            (ix) subject to Section 10.16(c) and 10.16(d), any failure by the
      Special Servicer (a) any Exchange Act reporting items required to be
      delivered by such servicer under Article X by the time required under
      Article X after any applicable grace periods or (b) any Exchange Act
      reporting items that a primary servicer, sub-servicer or Servicing
      Function Participant (such entity, the "Sub-Servicing Entity") retained by
      the Special Servicer (but excluding any Loan Seller Sub-Servicer) is
      required to deliver (any Sub-Servicing Entity shall be terminated if it
      defaults in accordance with the provision of this clause (ix).

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 (and shall at the written
direction of the Depositor with respect to clause (ix) above), 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
(vi) and (vii) above, 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 Master Servicer Event of
Default occurs that affects a Serviced Pari Passu Companion Loan and the
applicable Master Servicer is not otherwise terminated, the Trustee, at the
direction of the Serviced Companion Loan Trustee with respect to such Serviced
Pari Passu Companion Loan (exercised at the discretion of certificateholders
holding at least 25% of the certificate balance of the certificates issued by
the related securitization trust or as otherwise provided in the related Other
Pooling and Servicing Agreement) 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 such Master
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, non-confidential 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 a successor master servicer under 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 with respect to a Serviced Pari Passu Companion Loan)
and the eligibility requirements of each Serviced Companion Loan Securitization
Agreement.

            (d) In the event that a Master Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee (the "Terminating Party")
shall, by notice in writing to such Master 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 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. Each Master 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 Master 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 applicable Master Servicer or
the Special Servicer to its 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 Master Servicer or successor Special
Servicer (which may include the Trustee) 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 Master Servicer or Special Servicer shall
reasonably request (including electromagnetic form), to enable it to assume such
Master Servicer's or Special Servicer's function hereunder. All reasonable costs
and expenses of the Terminating Party or the successor Master Servicer or
successor Special Servicer incurred in connection with transferring the Mortgage
Files to the successor Master Servicer or Special Servicer and amending this
Agreement to reflect such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor
Master Servicer or the Special Servicer, as applicable, upon presentation of
reasonable documentation of such costs and expenses. If the predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the
Terminating Party or the successor Master 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 applicable Master Servicer or the Special Servicer receives a
notice of termination pursuant to Section 7.01, the Terminating Party (subject
to Section 7.01(d)) shall be its successor in all respects in its capacity as a
Master Servicer or the 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 applicable
Master 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 applicable Master 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 Master Servicer or
successor Special Servicer, shall be indemnified to the full extent provided to
the applicable Master Servicer or Special Servicer, as applicable, under this
Agreement prior to such Master Servicer's or the Special Servicer's termination.
The appointment of a successor Master Servicer or successor Special Servicer
shall not affect any liability of the predecessor Master Servicer or Special
Servicer which may have arisen prior to its termination as a Master Servicer or
the Special Servicer. The Terminating Party shall not be liable for any of the
representations and warranties of the applicable Master Servicer or Special
Servicer herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or predecessor Special Servicer or
for any losses incurred in respect of any Permitted Investment by such Master
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 Master Servicer or
successor Special Servicer shall be entitled to the Servicing Compensation 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 such predecessor Master Servicer or
Special Servicer would have been entitled if such predecessor Master Servicer or
Special Servicer, as applicable, had continued to act hereunder. In the event
any Advances made by the applicable Master 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, 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 an affected Serviced
Companion Loan Noteholder so request in writing to the Trustee or (iii) 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 applicable Master
Servicer or Special Servicer, as applicable, hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of such Master
Servicer or Special Servicer hereunder. No appointment of a successor to the
applicable Master Servicer or Special Servicer hereunder shall be effective
until the assumption by such successor of all the applicable Master Servicer's
or Special Servicer's responsibilities, duties and liabilities hereunder.
Pending appointment of a successor to the applicable Master Servicer (or the
Special Servicer if the Special Servicer is also a Master Servicer) hereunder,
unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. 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 applicable
Master 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 applicable Master Servicer or the Special Servicer, the
Certificate 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 Certificate Administrator (who shall then notify
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 Master Servicer Event of Default or a Special Servicer Event of Default, so
long as such Master 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, if any and, second, to the extent
such expense remains unpaid, of the related Mortgage Loan, or in the case of a
Serviced Whole Loan with one or more Serviced Pari Passu Companion Loans, on a
pro rata basis as between the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on their respective outstanding principal
balances) 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
either Master Servicer or the 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 applicable Master Servicer,
P&I Advances) to or payments from its Collection Account, any Serviced Whole
Loan Collection Account or the Lower-Tier Distribution Account, in remitting
payments as received or providing the items required by Article X, 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 a
Master 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
such Master 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 such Master Servicer's rights with respect to
Advances hereunder, including, without limitation, such Master 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 Master Servicer's default in its obligations
hereunder); provided, however, that if Advances made by the Trustee and the
applicable Master 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
such Master 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 Master
Servicers hereunder.

                                  ARTICLE VIII

              CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

            Section 8.01 Duties of Trustee and Certificate Administrator. (a)
Each of the Trustee and the Certificate Administrator undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and
no permissive right of the Trustee 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 Certificate Administrator, upon receipt of
any resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator,
as the case may be, 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 or the Certificate Administrator, as applicable, 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
Certificate Administrator, as applicable, shall request the provider of such
instrument to have the instrument corrected, and if the instrument is not
corrected to such Trustee's or such Certificate Administrator's reasonable
satisfaction, such Trustee or such Certificate Administrator will provide notice
thereof to the Certificateholders.

            (c) None of the Trustee, the Certificate Administrator or 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, the Certificate
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 Trustee's and the Certificate Administrator's duties and
      obligations shall be determined solely by the express provisions of this
      Agreement, neither the Trustee nor the Certificate Administrator shall be
      liable except for the performance of such duties and obligations as are
      specifically set forth in regard to such party in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the Trustee or the Certificate Administrator and, in the absence of bad
      faith on the part of the Trustee or the Certificate Administrator, as the
      case may be, the Trustee and the Certificate 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 or the Certificate Administrator, as the case may
      be, 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 Certificate Administrator shall be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer of the Trustee or the Certificate Administrator, as
      the case may be, unless it shall be proved that the Trustee or the
      Certificate Administrator, as the case may be, was negligent in
      ascertaining the pertinent facts;

            (iii) Neither the Trustee nor the Certificate Administrator shall
      not 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 exercising any
      trust or power conferred upon the Trustee, under this Agreement;

            (iv) Neither the Trustee nor the Certificate Administrator nor any
      of their 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
      Certificate Administrator, respectively, and that is selected other than
      by the Trustee, performed or omitted in compliance with any custodial or
      other agreement, or any act or omission of the Master Servicers, the
      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 Certificate 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 Certificate
      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, if any and, second, to the extent such expense
      remains unpaid, of the Trust Fund, or in the case of a Serviced Whole Loan
      with one or more Serviced Pari Passu Companion Loans, on a pro rata basis
      as between the related Mortgage Loan and any related Serviced Pari Passu
      Companion Loans (based on their respective outstanding principal balances)
      and the Trustee or the Certificate Administrator, as applicable, shall be
      entitled, as provided in Section 3.06 hereof, to be reimbursed therefor
      from amounts on deposit in the applicable 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
      Certificate Administrator, as applicable, or any breach of an obligation,
      representation, warranty or covenant of the Trustee or Certificate
      Administrator, as applicable, contained herein; and

            (vi) Neither the Trustee nor the Certificate Administrator shall be
      charged with knowledge of any act, failure to act or breach of any Person
      upon the occurrence of which the or Certificate Administrator, as
      applicable, may be required to act, unless a Responsible Officer of the
      Trustee or Certificate Administrator, as applicable, obtains actual
      knowledge of such failure. Neither the Trustee nor the Certificate
      Administrator shall be deemed to have actual knowledge of either Master
      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 Certificate Administrator, as applicable, pursuant to this
      Agreement.

            None of the provisions contained in this Agreement shall require
either the Trustee, in its capacity as Trustee or the Certificate Administrator,
in its capacity as Certificate 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 Certificate Administrator, as the case may be, 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 Certificate
Administrator, as the case may be, to perform, or be responsible for the manner
of performance of, any of the obligations of the applicable Master Servicer or
the Special Servicer under this Agreement, except, in the case of the Trustee,
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, either Master Servicer
or the Special Servicer in accordance with the terms of this Agreement. Neither
the Trustee or the Certificate 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 Certificate 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 a Master Servicer or Special Servicer hereunder, the Trustee
and the Certificate Administrator shall comply with the applicable Servicing
Standard.

            Section 8.02 Certain Matters Affecting the Trustee and the
Certificate Administrator. (a) Except as otherwise provided in Section 8.01:

            (i) The Trustee and the Certificate 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
      Certificate Administrator shall have any responsibility to ascertain or
      confirm the genuineness of any such party or parties;

            (ii) Each of the Trustee and the Certificate 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 Certificate 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 Certificate Administrator, as the case may be, 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 or the Certificate Administrator, as the case
      may be, 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 or the Certificate Administrator, as the case may be, 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 and
      the Certificate Administrator to perform any discretionary act enumerated
      in this Agreement shall not be construed as a duty, and the Trustee or the
      Certificate Administrator, as the case may be, shall not be answerable for
      other than its negligence or willful misconduct in the performance of any
      such act;

            (iv) None of the Trustee, the Certificate Administrator or 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 Certificate Administrator, as the case may
      be, to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

            (v) Neither the Trustee nor the Certificate 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 Certificate
      Administrator, as the case may be, 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 the Certificate Administrator, as the case may
      be, not reasonably assured to the Trustee or the Certificate
      Administrator, as the case may be, by the security afforded to it by the
      terms of this Agreement, the Trustee or the Certificate Administrator, as
      the case may be, 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 applicable Master
      Servicer or the Special Servicer if an Event of Default shall have
      occurred and be continuing relating to such Master Servicer, or the
      Special Servicer, respectively, and otherwise by the Certificateholders
      requesting the investigation; and

            (vi) The Trustee may execute any of the trusts or powers hereunder
      and the Trustee and the Certificate Administrator may perform any duties
      hereunder either directly or by or through agents or attorneys but shall
      not be relieved of the obligations hereunder, provided, however, that the
      Trustee or the Certificate Administrator, as the case may be, may not
      perform any duties hereunder through any Person that is a Prohibited
      Party.

            (b) Following the Startup Day, the Trustee shall not, except as
expressly required by any provision of this Agreement, accept any contribution
of assets to the Trust Fund unless the Trustee 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.

            The Trustee shall not 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 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 Certificate Administrator, the Master Servicers,
or the Special Servicer and the Trustee, the Certificate Administrator, the
Master Servicers and the Special Servicer assume no responsibility for their
correctness. The Trustee, the Certificate Administrator, the Master Servicers
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 Certificate Administrator shall not 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 Certificate Administrator shall not 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 either Master 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 either Master 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 either Master Servicer or the Special
Servicer pursuant to Section 7.02); (vi) the compliance by the Depositor, the
Master Servicers 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 either Master Servicer or any
loss resulting therefrom, the acts or omissions of any of the Depositor, the
Certificate Administrator, the Master Servicers or the Special Servicer (other
than if the Trustee shall assume the duties of the Certificate Administrator,
either Master Servicer or Special Servicer pursuant to Section 7.02) or any
sub-servicer or any Borrower; any action of the Master Servicers or Special
Servicer (other than if the Trustee shall assume the duties of either Master
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 either Master
Servicer or the Special Servicer or any sub-servicer to act or perform any
duties required of them 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 either
Master Servicer or the Special Servicer (other than if the Trustee shall assume
the duties of either Master 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. The Trustee shall not be accountable for the use or application
by the Depositor, the Certificate Administrator, the Master Servicers 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 Certificate Administrator, the Master Servicers or the Special Servicer in
respect of the assignment of the Mortgage Loans or deposited in or withdrawn
from the Collection Accounts, 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 Certificate Administrator, the Master Servicers or the Special
Servicer, other than any funds held by the Trustee. Neither the Trustee nor the
Certificate Administrator shall not 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
Master 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 or the Certificate Administrator, as the case may
be, shall assume that such payment is so permitted unless a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, 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 Certificate Administrator under
this Agreement or otherwise.

            Section 8.04 Trustee and Certificate Administrator May Own
Certificates. The Trustee, the Certificate Administrator and any agent of the
Trustee or the Certificate Administrator in its individual capacity or any other
capacity may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Certificate Administrator, the Trustee, the Master Servicers, the
Special Servicer, the Initial Purchasers and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee,
Certificate Administrator or such agent, as the case may be.

            Section 8.05 Payment of Trustee's and Certificate Administrator's
Fees and Expenses; Indemnification. (a) On each Distribution Date, prior to the
distribution of amounts to the Certificateholders, the Certificate Administrator
shall be entitled to withdraw and pay the Trustee and itself its respective
portion of the Trustee/Certificate Administrator 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 of an
express trust) for all services rendered in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee and the Certificate Administrator at the Trustee/Certificate
Administrator Fee Rate.

            (b) In the event that the Trustee assumes the servicing
responsibilities of either Master Servicer or the Special Servicer hereunder
pursuant to or otherwise arising from the resignation or removal of such Master
Servicer or the Special Servicer, the Trustee shall be entitled to the
compensation to which such Master 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 Certificate Administrator shall 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 Certificate
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
Certificate 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, the Trustee or the Certificate Administrator shall not refuse
to perform any of their respective duties hereunder solely as a result of the
failure to be paid their respective portion of the Trustee/Certificate
Administrator Fee, or the Trustee's expenses or the Certificate Administrator's
expenses, as applicable. 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.

            Each Master Servicer and the Special Servicer covenant and agree to
pay or reimburse the Trustee for the reasonable expenses, disbursements and
advances incurred or made by the Trustee in connection with any transfer of the
servicing responsibilities of such Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation
or removal of such Master 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.

            (d) Each of the Paying Agent, the Depositor, the Master Servicers
and the Special Servicer (each, in such context, an "Indemnifying Party") shall
(severally and not jointly) indemnify the Trustee (both in its capacity as
Trustee and individually) and the Certificate Administrator (both in its
capacity as Certificate Administrator and individually) and each of their
Affiliates and each of the directors, officers, employees and agents of the
Trustee and the Certificate Administrator and each of their 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 Master Servicer, any agent of such Master 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, the Mortgage Loans 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 Certificate Administrator, as the
case may be, regarding rights accrued prior to such resignation or removal and
(with respect to any acts or omissions during its respective tenures) the
resignation, removal or termination of the applicable Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Administrator, 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 Certificate Administrator and the Trustee (in each
case with respect to itself only, an "Indemnifying Party") shall (severally and
not jointly) indemnify the Depositor, the Master Servicers and the Special
Servicer and their respective Affiliates and each of the directors, officers,
employees and agents of the Master Servicers 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 the applicable Indemnifying Party's willful misconduct, bad faith, fraud or
negligence in the performance of its duties hereunder or by reason of reckless
disregard of its obligations and duties hereunder.

            Section 8.06 Eligibility Requirements for Trustee and Certificate
Administrator. The Trustee and Certificate Administrator hereunder shall at all
times (i) be a corporation or association organized and doing business under the
laws of any state or the United States of America, (ii) be authorized under such
laws to exercise corporate trust powers and to accept the trust conferred under
this Agreement, (iii) have a combined capital and surplus of at least
$50,000,000, (iv) have its long-term unsecured debt obligations rated at least
"A+" by Fitch, "Aa3" by Moody's and "A+" by S&P, and have its short-term
unsecured debt obligations rated at least "A-1" by S&P or, in each case, such
other ratings acceptable to the Rating Agencies, (v) be subject to supervision
or examination by federal or state authority and shall not be an Affiliate of
either Master Servicer (except, in the case of the Trustee, during any period
when the Trustee has assumed the duties of a Master Servicer or Special
Servicer, as the case may be, pursuant to Section 7.02) and (vi) not be a
Prohibited Party. Notwithstanding the foregoing, if the Trustee or the
Certificate Administrator meets the provisions of clauses (i) through (iii), (v)
and (vi) above, but does not meet the provisions of clause (iv) above, the
Trustee or the Certificate Administrator, as the case may be, shall be deemed to
meet the provisions of such clause (iv) if it appoints a fiscal agent as a
back-up liquidity provider, provided that such fiscal agent meets the provisions
of clause (iv) above and shall have assumed in writing all obligations of the
Trustee or the Certificate Administrator, as the case may be, to make Advances
under this Agreement as and when required of the Trustee or the Certificate
Administrator, as the case may be. 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 either 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 Certificate Administrator
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee or the Certificate Administrator, as the case may be, shall resign
immediately in the manner and with the effect specified in Section 8.07.

            Section 8.07 Resignation and Removal of Trustee and Certificate
Administrator. The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Trustee, the Depositor, the Certificate Administrator, the Master
Servicers, the Special Servicer and each Rating Agency. Upon notice of
resignation from the Trustee, the Master Servicers shall promptly appoint a
successor trustee, the appointment of which is subject to the requirements
contained in Section 8.06. Upon notice of resignation from the Certificate
Administrator, the Trustee shall promptly appoint a successor certificate
administrator, the appointment of which is subject to the requirements contained
in Section 8.06. If no successor trustee or certificate 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 Certificate
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor.

            If at any time the Trustee or the Certificate 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 either Master
Servicer, or if at any time the Trustee or the Certificate Administrator shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or the Certificate Administrator, as the case may be (or
of its property), shall be appointed, or any public officer shall take charge or
control of the Trustee or the Certificate Administrator, as the case may be (or
of its property or affairs), for the purpose of rehabilitation, conservation or
liquidation, then the Depositor or either Master Servicer may remove the Trustee
or the Certificate Administrator, as the case may be, and the Depositor or
either Master Servicer shall promptly appoint a successor by written instrument,
which shall be delivered to the Trustee or the Certificate Administrator, as the
case may be, so removed and to the successor.

            The Holders of Certificates entitled to at least a majority of the
Voting Rights may at any time remove the Trustee or the Certificate
Administrator and appoint a successor 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 each Master Servicer and Special Servicer, one
complete set to the Trustee, one complete set to the Certificate Administrator,
and one complete set to the successor trustee or certificate administrator, as
applicable.

            In addition, if the Trustee or the Certificate Administrator is
terminated without cause, the terminating party shall pay all of the expenses of
the Trustee or the Certificate Administrator, as the case may be, necessary to
affect the transfer of its responsibilities to the successor.

            In the event that the Trustee 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).

            In the event that the Certificate 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 and Certificate Administrator. (a)
Any successor trustee or certificate administrator shall execute, acknowledge
and deliver to the Depositor, the Master Servicers, the Certificate
Administrator (or in the case of a successor certificate administrator, to the
predecessor Certificate Administrator) and the Trustee and the Certificate
Administrator (or in the case of a successor certificate administrator, to the
predecessor Certificate Administrator), as the case may be, instruments
accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall
become effective and such successor, 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 Certificate Administrator, as applicable, herein, provided
that such successor shall satisfy the requirements contained in Section 8.06.
The predecessor Trustee or Certificate Administrator, as applicable, shall
deliver to its successor all Mortgage Files and related documents and statements
held by it hereunder, and the Depositor and the predecessor Trustee or
Certificate Administrator, as applicable, 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 all such rights,
powers, duties and obligations. No successor trustee or certificate
administrator, as the case may be, shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor shall be
eligible under the provisions of Section 8.06.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
Trustee 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 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 Certificate
Administrator. Any corporation into which the Trustee or the Certificate
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 the Certificate Administrator shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee or the Certificate Administrator, shall be the successor
of the Trustee or the Certificate Administrator, as the case may be, 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
applicable Master 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 applicable Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator and the Trustee created hereby with
respect to the Certificates (other than the obligations of the Trustee 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 and the Serviced Companion Loan Noteholders of all
amounts held by or on behalf of the Trustee, the Certificate Administrator and
the applicable Master 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 Special Servicer, the Capmark Master Servicer and the
Wachovia Master Servicer, in that order, pursuant to subsection (c).

            (b) The Trust Fund, the Lower-Tier REMIC and the Upper-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 Lower-Tier REMIC and the Upper-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 applicable Master 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 Certificate 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 Grantor Trust for the same period of retention for which it maintains
its own tax returns or such other reasonable period. The Certificate
Administrator shall sign all Tax Returns and other reports required by this
Section.

            (c) The Certificateholder owning a majority of the Percentage
Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer and if the Special Servicer does not exercise
such option, the Capmark Master Servicer and if the Capmark Master Servicer does
not exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 Master Servicers 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);

                  (D) the aggregate amount of unreimbursed Advances, with
            interest thereon at the Advance Rate, and unpaid Servicing
            Compensation, Special Servicing Compensation, Trustee/Certificate
            Administrator 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 Master
      Servicers 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, any Master 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, such Master 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 applicable Collection Account). In addition, each Master
Servicer shall transfer to the Certificate Administrator for deposit in the
Lower-Tier Distribution Account all amounts required to be transferred thereto
on the Servicer Remittance Date from its Collection Account, together with any
other amounts on deposit in the applicable Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Certificate Administrator shall, release or cause
to be released to the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the applicable Master 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 Trustee and
the Certificate 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 Certificate 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 Certificate Administrator shall
determine as soon as practicable the Distribution Date on which the Certificate
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, notwithstanding
that such distribution may be insufficient to distribute in full the Certificate
Balance of each Class of Certificates, together with amounts required to be
distributed on such Distribution Date pursuant to Sections 4.01(b), (d), (l) or
(m) 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
Accounts 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 Certificate Administrator to affected
Certificateholders with a copy to the Trustee, each Master Servicer and each
Rating Agency at their addresses shown in the Certificate Registrar as soon as
practicable after the Certificate 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 Certificate 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 Certificate 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 Certificate 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 Certificate 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 Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator hereunder and the transfer of such amounts to a successor
certificate 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 amounts
remaining in the Class T Grantor Trust Distribution Account representing Excess
Interest shall be distributed to the Class T Certificates.

            (g) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class
AM, Class A-MA, Class AJ, Class A-JA, Class B and Class C Certificates is
reduced to zero, the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class T, Class R and Class LR Certificates),
including the Class XP and Class XS Certificates, for all of the Mortgage Loans
and each REO Property 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; provided, that such
Certificateholder pay the Certificate Administrator an amount equal to from and
including one Business Day prior to such final Distribution Date to but
excluding such final Distribution Date of interest calculated at the Prime Rate
on the aggregate Certificate Balance of the Sequential Pay Certificates as of
the first day of the current calendar month. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the
Class T, Class R and Class LR Certificates), including the Class XP and Class XS
Certificates, for all of the Mortgage Loans and each REO Property 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 applicable
Collection Account an amount in immediately available funds equal to all amounts
due and owing to the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee hereunder through the date of the
liquidation of the Trust Fund that may be withdrawn from the applicable
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 applicable Collection Account. In
addition, each Master Servicer shall transfer all amounts required to be
transferred to the Certificate Administrator for deposit in the Lower-Tier
Distribution Account on such Servicer Remittance Date from its Collection
Account pursuant to Section 3.05. Upon confirmation from the Certificate
Administrator that such final deposits have been made and following the
surrender of all its Certificates (other than the Class T, Class R and Class LR
Certificates) on the final Distribution Date to the Certificate Administrator,
the Trustee shall, upon receipt of a Request for Release from the applicable
Master 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 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 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
T, Class R and Class LR Certificates), plus accrued, unpaid interest with
respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of the Lower-Tier Regular Interests and
such Certificates.

                                   ARTICLE X

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            Section 10.01 Intent of the Parties; Reasonableness. Except with
respect to Section 10.08, Section 10.11, Section 10.13, Section 10.14, Section
10.15, Section 10.16 and Section 10.17, the parties hereto acknowledge and agree
that the purpose of Article X of this Agreement is to facilitate compliance by
the Depositor (and any Other Depositor of any securitization involving any
Serviced Companion Loan(s)) with the provisions of Regulation AB and related
rules and regulations of the Commission. None of the Depositor, the Certificate
Administrator or the Trustee shall exercise its rights to request delivery of
information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and
regulations of the Commission thereunder. The parties to this Agreement
acknowledge that interpretations of the requirements of Regulation AB may change
over time due to interpretive guidance provided by the Commission or its staff,
or consensus among participants in the asset-backed securities markets, and
agree to comply, subject to Section 10.02, with reasonable requests made by the
Depositor, the Certificate Administrator or the Trustee (or any other depositor
or trustee of any securitization involving any Serviced Companion Loan(s)) in
reasonable good faith for delivery of information under these provisions on the
basis of such evolving interpretations of Regulation AB. In connection with the
Deutsche Mortgage & Asset Receiving Corporation, Series CD 2007-CD5 transaction
and any securitization transaction subject to Regulation AB involving any
Serviced Companion Loan(s), subject to the preceding sentence, each of the
parties to this agreement shall cooperate fully with the Depositor, the
Certificate Administrator and the Trustee and any other depositor or trustee of
any securitization involving any Serviced Companion Loan(s), as applicable, to
deliver or make available to the Depositor, the Certificate Administrator or the
Trustee or any other depositor or trustee of any securitization involving any
Serviced Companion Loan(s), as applicable (including any of their assignees or
designees), any and all information in its possession and necessary in the
reasonable good faith determination of the Depositor, the Certificate
Administrator or the Trustee and any other depositor or trustee of any
securitization involving any Serviced Companion Loan(s), as applicable, to
permit the Depositor (or any Other Depositor of any securitization involving any
Serviced Companion Loan) to comply with the provisions of Regulation AB,
together with such disclosure relating to either Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee, as applicable, and any
Servicing Function Participant, or the Servicing of the Mortgage Loans,
reasonably believed by the Depositor, the Certificate Administrator or the
Trustee or any Other Depositor or trustee of any securitization involving any
Serviced Companion Loan(s), as applicable, in good faith to be necessary in
order to effect such compliance. Each party to this Agreement shall have a
reasonable period of time to comply with any written request made under this
Section 10.01, but in any event, shall, upon reasonable advance written request,
provide information in sufficient time to allow the Depositor, the Certificate
Administrator or the Trustee, as applicable, to satisfy any related filing
requirements.

            For purposes of this Article X, to the extent any party has an
obligation to exercise commercially reasonable efforts to cause a third party to
perform, such party hereunder shall not be required to bring any legal action
against such third party in connection with such obligation.

            Section 10.02 Notification Requirements and Deliveries in Connection
with securitization of a Serviced Companion Loan. (a) Any other provision of
this Article X to the contrary not withstanding, including, without limitation,
any time deadlines for delivery set forth in this Article X, in connection with
the requirements contained in this Article X that provide for the delivery of
information and other items to, and the cooperation with, the depositor and
trustee of any securitization subject to Regulation AB involving the Serviced
Companion Loans, no party hereunder shall be obligated to provide any such items
to or cooperate with such depositor or trustee (i) unless it is required to
deliver corresponding information and other items with respect to the Subject
Securitization Transaction, (ii) until the depositor or the trustee of such
securitization has provided each party hereto with not less than 30 days written
notice (which shall only be required to be delivered once) stating that such
Other Securitization is subject to Regulation AB and that the Securitization is
subject to Exchange Act reporting, and (iii) specifying in reasonable detail the
information and other items requested to be delivered; provided, that if
Exchange Act reporting is being requested, such depositor or trustee is only
required to provide a single written notice to such effect, provided, further,
that no notice shall be necessary with respect to the commercial mortgage
securitization involving the issuance of the COBALT CMBS Commercial Mortgage
Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3,
which the parties hereto agree is subject to Regulation AB and the related
securitization trust for which is subject to Exchange Act reporting. Any
reasonable cost and expense of the applicable Master Servicer, Special Servicer,
the Trustee and the Certificate Administrator in cooperating with such depositor
or trustee of such other securitization trust (above and beyond their expressed
duties hereunder) shall be the responsibility of such depositor or other
securitization trust. The parties hereto shall have the right to confirm in good
faith with the depositor of such securitization as to whether Regulation AB
requires the delivery of the items identified in this Article X to the depositor
and trustee of the other securitization prior to providing any of the reports or
other information required to be delivered under this Article X in connection
therewith. Upon such confirmation, the parties shall comply with the time
deadlines for delivery set forth in this Article X with respect to such Other
Securitization. The parties hereunder shall also have the right to require that
such depositor provide them with the contact details of the depositor, the
trustee and any other parties to the Other Pooling and Servicing Agreement
relating to such Other Securitization.

            (b) Each of the applicable Master Servicer and the Special Servicer
shall, upon reasonable prior written request given in accordance with the terms
of Section 10.02(a) above, permit a holder of a related Serviced Companion Loan
to use such party's description contained in the Prospectus (updated as
appropriate by the applicable Master Servicer or the Special Servicer, as
applicable) for inclusion in the disclosure materials relating to any
securitization of a Serviced Companion Loan.

            (c) The applicable Master Servicer and the Special Servicer, upon
reasonable prior written request given in accordance with the terms of Section
10.02(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the requesting party) to the depositor
and any underwriters with respect to the securitization of any Serviced
Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section
10.02(b) with respect to such party, substantially identical to those, if any,
delivered by the applicable Master Servicer or the Special Servicer, as the case
may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus and/or any other disclosure materials
relating to the Subject Securitization Transaction (updated as deemed
appropriate by the applicable Master Servicer or the Special Servicer, or their
respective legal counsel, as the case may be). Neither the applicable Master
Servicer nor the Special Servicer shall be obligated to deliver any such item
with respect to the securitization of a Serviced Companion Loan if it did not
deliver a corresponding item with respect to the Subject Securitization
Transaction.

            Section 10.03 Information to be Provided by each Master Servicer and
the Special Servicer. (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act and for so long as any other securitization
trust relating to any securitized Serviced Companion Loan is subject to the
reporting requirements of the Exchange Act (in addition to any requirements
contained in Section 10.09) in connection with the succession to a Master
Servicer and Special Servicer or any Servicing Function Participant (if such
Servicing Function Participant is a servicer as contemplated by Item 1108(a)(2)
of Regulation AB) as servicer or Sub-Servicer under or as contemplated by this
Agreement or any Serviced Companion Loan Securitization Agreement by any Person
(i) into which a Master Servicer and Special Servicer or such Servicing Function
Participant may be merged or consolidated, (ii) which may be appointed as a
sub-servicer (other than the appointment of a Loan Seller Sub-Servicer) by a
Master Servicer or Special Servicer, or (iii) that is appointed as a successor
Master Servicer or successor Special Servicer pursuant Section 7.02, such Master
Servicer, the Special Servicer or any Servicing Function Participant (with
respect to the foregoing clauses (i) and (ii)) or the successor Master Servicer
or the successor Special Servicer (with respect to the foregoing clause (iii))
shall provide to the Depositor and to any Other Depositor related to any other
securitization trust relating to any securitized Serviced Companion Loan, at
least 5 calendar days (other than a succession or appointment pursuant to
Section 7.01(b) for which notice shall be delivered as soon as reasonably
practicable) prior to the effective date of such succession or appointment as
long as such disclosure prior to such effective date would not be violative of
any applicable law or confidentiality agreement, otherwise immediately following
such effective date, but in no event later than the time required pursuant to
Section 10.09, (x) written notice to the Trustee, the Certificate Administrator
and the Depositor (and any Other trustee and Depositor related to any other
securitization trust relating to any securitized Serviced Companion Loan) of
such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Trustee, the Certificate Administrator and the
Depositor (or any Other trustee and Depositor of any securitization involving
any Serviced Companion Loan), all information relating to such successor
reasonably requested by the Depositor (or such Other Depositor) so that it may
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
any Class of Certificates or Serviced Companion Loan Securities.

            Section 10.04 Information to be Provided by the Trustee. (a) For so
long as the Trust is subject to the reporting requirements of the Exchange Act,
(in addition to any requirements contained in Section 10.09) in connection with
the succession to the Trustee as Trustee or co-Trustee under this Agreement by
any Person (i) into which the Trustee may be merged or consolidated, (ii) which
may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10,
or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the
Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor
Trustee (with respect to the foregoing clause (iii)) shall provide to the
Depositor and to the depositor related to any other securitization trust
relating to any securitized Serviced Companion Loan, at least 5 calendar days
prior to the effective date of such succession or appointment as long as such
disclosure prior to such effective date would not be violative of any applicable
law or confidentiality agreement, otherwise immediately following such effective
date, but in no event later than the time required pursuant to Section 10.09,
(x) written notice to the Depositor, and to the depositor related to any other
securitization trust relating to any securitized Serviced Companion Loan, of
such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, and to the depositor related to any
other securitization trust relating to any securitized Serviced Companion Loan,
all information reasonably requested by the Depositor, or such Other Depositor,
so that it may comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any Class of Certificates.

            Section 10.05 Filing Obligations. Each Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall and each Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee,
as applicable, shall use commercially reasonable efforts to cause each Servicing
Function Participant (other than (x) any party to this Agreement or (y) a Loan
Seller Sub-Servicer) with which it has entered into a servicing relationship
with respect to the Mortgage Loans, to reasonably cooperate with the Certificate
Administrator and the Depositor (and any other trustee or depositor related to
any other securitization trust relating to any securitized Serviced Companion
Loan) in connection with the Certificate Administrator's and Depositor's (or
such other trustee's or depositor's) good faith efforts to satisfy the Trust's
(or such other securitization trust's) reporting requirements under the Exchange
Act.

            Section 10.06 Form 10-D Filings. Within 15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form
10-D required by the Exchange Act and the rules and regulations of the
Commission thereunder, in form and substance as required by the Exchange Act and
such rules and regulations. A duly authorized representative of the Depositor
shall sign each Form 10-D filed on behalf of the Trust. The Certificate
Administrator shall file each Form 10-D with a copy of the related Monthly
Certificateholder's Report attached thereto. Any disclosure in addition to the
Monthly Certificateholder's Report that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately
below, be reported by the parties set forth on Schedule III and directed to the
Certificate Administrator and the Depositor for approval by the Depositor. The
Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure (other
than such Additional Form 10-D Disclosure which is to be reported by it as set
forth on Schedule III) absent such reporting, direction and approval after the
date hereof.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act and for so long as any other securitization trust relating to
any securitized Serviced Companion Loan is subject to the reporting requirements
of the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) the parties listed on Schedule III hereto shall be required to provide to
the Certificate Administrator and the Depositor (and in the case of any
Servicing Function Participant with a copy to the applicable Master Servicer)
(and to any other trustee or depositor related to any other securitization trust
relating to any securitized Serviced Companion Loan), to the extent a Servicing
Officer or Responsible Officer, as the case may be, thereof has actual knowledge
(other than Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case
may be or any lawyer in the in-house legal department of such party), in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by the Certificate
Administrator and the Depositor (or such other trustee and depositor) and such
party, the form and substance of the Additional Form 10-D Disclosure described
on Schedule III applicable to such party, (ii) include with such Additional Form
10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit W and (iii) the Certificate Administrator shall, at any time
prior to filing the related Form 10-D, provide prompt notice to the Depositor to
the extent that the Certificate Administrator is notified of an event reportable
on Form 10-D for which it has not received the necessary Additional Form 10-D
Disclosure from the applicable party. No later than the 7th calendar day after
the Distribution Date, the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D; provided that if the Certificate Administrator does not
receive a response from the Depositor by such time the Depositor will be deemed
to have consented to the inclusion of such Additional Form 10-D Disclosure.
Other than to the extent provided for in clause (iii) above, the Certificate
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Schedule III of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.

            After preparing the Form 10-D, the Certificate Administrator shall
forward electronically a copy of the Form 10-D to the Depositor for review and
approval; provided that the Certificate Administrator shall use its reasonable
best efforts to provide such copy to the Depositor by the 8th day after the
Distribution Date. No later than the end of business on the 4th Business Day
prior to the filing date, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D, and no later than the 2nd Business Day prior
to the filing, a duly authorized representative of the Depositor shall sign the
Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an
original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form 10-D, upon
signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m.
(New York City time) on the 15th calendar day after the related Distribution
Date or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 10-D. If
a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to
be amended, the Certificate Administrator will follow the procedures set forth
in Section 10.10(b). After filing with the Commission, the Certificate
Administrator shall, pursuant to Section 4.02(c), make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Certificate Administrator. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties under this Section
10.06 related to the timely preparation and filing of Form 10-D is contingent
upon such parties (and any Additional Servicer or Servicing Function
Participant) observing all applicable deadlines in the performance of their
duties under this Section 10.06. The Certificate Administrator shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare or file such Form 10-D where such failure
results from the Certificate Administrator's inability or failure to receive on
a timely basis any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.

            Form 10-D requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been
subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 5th calendar
day after the related Distribution Date during any year in which the Trust is
required to file a Form 10-D if the answer to the questions should be "no";
provided, however, that if the failure of the Depositor to have filed such
required reports arises in connection with the securitization contemplated by
this Agreement, the Certificate Administrator shall be deemed to have notice of
such failure (only with respect to Exchange Act reports prepared or required to
be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any
notice contemplated by this sentence, the Depositor may instruct the Certificate
Administrator that such notice shall be effective for a period (not to exceed 12
months) from the date of such notice, in which case no further notice from the
Depositor shall be required during such specified period. The Certificate
Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any Form 10-D.

            For the avoidance of doubt, no Form 10-D filing shall be required by
any party after the Form 15 suspension notice is filed.

            Section 10.07 Form 10-K Filings. Within 90 days after the end of
each fiscal year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal
year for the Trust ends on December 31st of each year), commencing in March
2008, the Certificate Administrator shall prepare and file on behalf of the
Trust a Form 10-K, in form and substance as required by the Exchange Act. Each
such Form 10-K shall include the following items, in each case to the extent
they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:

            (i) an annual compliance statement for each applicable Certifying
      Servicer, as described under Section 10.11;

            (ii) (A) the annual reports on assessment of compliance with
      servicing criteria for each applicable Reporting Servicer, as described
      under Section 10.12, and (B) if any Reporting Servicer's report on
      assessment of compliance with servicing criteria described under Section
      10.12 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any Reporting Servicer's
      report on assessment of compliance with servicing criteria described under
      Section 10.12 is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation as to why such report
      is not included;

            (iii) (A) the registered public accounting firm attestation report
      for each Reporting Servicer, as described under Section 10.13, and (B) if
      any registered public accounting firm attestation report described under
      Section 10.13 identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any such
      registered public accounting firm attestation report is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an explanation as to why such report is not included; and

            (iv) a Sarbanes-Oxley Certification as described in Section 10.8.

            Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Schedule IV hereto to the Depositor and the Certificate
Administrator (and to any other depositor or other trustee related to any other
securitization trust relating to any securitized Serviced Companion Loan) and
approved by the Depositor (and such other depositor), and the Certificate
Administrator (or such other trustee) will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure
(other than such Additional Form 10-K Disclosure which is to be reported by it
as set forth on Schedule IV) absent such reporting and approval.

            Not later than the end of each fiscal year for which the Trust (or
any other securitization trust relating to a Serviced Companion Loan) is
required to file a Form 10-K, each Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee shall provide the other parties to
this Agreement (or the other parties to any Serviced Companion Loan
Securitization Agreement) with written notice of the name and address of each
Servicing Function Participant retained by such party.

            For so long as the Trust (or any other securitization trust relating
to a Serviced Companion Loan) is subject to the reporting requirements of the
Exchange Act, by March 1st (with a grace period through March 15th), commencing
in March 2008 (i) the parties listed on Schedule IV hereto shall be required to
provide to the Certificate Administrator and the Depositor (and in the case of
any Servicing Function Participant with a copy to the applicable Master
Servicer) (and to any other depositor or other trustee related to any other
securitization trust relating to any securitized Serviced Companion Loan), to
the extent a Servicing Officer or a Responsible Officer, as the case may be,
thereof has actual knowledge (other than with respect to Items 1117 and 1119 of
Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or any lawyer in the in-house legal department of such party),
in EDGAR-compatible format (to the extent available to such party in such
format), or in such other form as otherwise agreed upon by the Certificate
Administrator and the Depositor (or such other trustee and depositor) and such
party, the form and substance of the Additional Form 10-K Disclosure described
on Schedule IV applicable to such party, (ii) include with such Additional Form
10-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit W and (iii) the Certificate Administrator shall, at any time
prior to filing the related Form 10-K, provide prompt notice to the Depositor to
the extent that the Certificate Administrator is notified of an event reportable
on Form 10-K for which it has not received the necessary Additional Form 10-K
Disclosure from the applicable party. No later than March 15th, the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if
the Certificate Administrator does not receive a response from the Depositor by
such time the Depositor will be deemed to have consented to the inclusion of
such Additional Form 10-K Disclosure. Other than to the extent provided for in
clause (iii) above, the Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on
Schedule IV of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information. The
Depositor will be responsible for any reasonable fees assessed and any expenses
incurred by the Certificate Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

            After preparing the Form 10-K, on or prior to the 6th Business Day
prior to the 10-K Filing Deadline, the Certificate Administrator shall forward
electronically a copy of the Form 10-K to the Depositor for review and approval.
Within three Business Days after receipt of such copy, but no later than March
24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approved of such Form
10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior
to the 10-K Filing Deadline, a senior officer in charge of securitization of the
Depositor shall sign the Form 10-K and return an electronic or fax copy of such
signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. The Certificate Administrator shall file
such Form 10-K, upon signature thereof as provided in Section 10.16, not later
than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such
other time as the Depositor and the Certificate Administrator mutually agree is
permitted by the Commission for the filing such Form 10-K, of each year in which
a report on Form 10-K is required to be filed by the Trust. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section
10.10(b). After filing with the Commission, the Certificate Administrator shall,
pursuant to Section 4.02(c), make available on its internet website a final
executed copy of each Form 10-K prepared and filed by the Certificate
Administrator. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 10.07 related to
the timely preparation and filing of Form 10-K is contingent upon such parties
(and any Additional Servicer or Servicing Function Participant) observing all
applicable deadlines in the performance of their duties under this Article X.
The Certificate Administrator shall have no liability with respect to any
failure to properly prepare or file such Form 10-K resulting from the
Certificate Administrator's inability or failure to receive from any other party
any information needed to prepare, arrange for execution or file such Form 10-K
on a timely basis, not resulting from its own negligence, bad faith or willful
misconduct.

            Form 10-K requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been
subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 15th calendar
day of March during any year in which the Trust is required to file a Form 10-K
if the answer to the questions should be "no"; provided, however, that if the
failure of the Depositor to have filed such required reports arises in
connection with the securitization contemplated by this Agreement, the
Certificate Administrator shall be deemed to have notice of such failure (only
with respect to Exchange Act reports prepared or required to be prepared and
filed by the Certificate Administrator) without being notified by the Depositor;
provided, further, that in connection with the delivery of any notice
contemplated by this sentence, the Depositor may instruct the Certificate
Administrator that such notice shall be effective for a period (not to exceed 12
months) from the date of such notice, in which case no further notice from the
Depositor shall be required during such specified period. The Certificate
Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any Form 10-K.

            Section 10.08 Sarbanes-Oxley Certification. Each Form 10-K shall
include a certification (the "Sarbanes-Oxley Certification"), as set forth in
Exhibit Z attached hereto, required to be included therewith pursuant to the
Sarbanes-Oxley Act. Each Reporting Servicer shall, and each Reporting Servicer
shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Loan Seller
Sub-Servicer) with which it has entered into a servicing relationship with
respect to the Mortgage Loans, to provide to the Person who signs the
Sarbanes-Oxley Certification for the Trust or any other securitization trust
that includes a Serviced Companion Loan (the "Certifying Person"), by March 1st
(with a grace period through March 15th) of each year in which the Trust is
subject to the reporting requirements of the Exchange Act and of each year in
which any other securitization trust relating to any Serviced Companion Loan is
subject to the reporting requirements of the Exchange Act, a certification
(each, a "Performance Certification"), in the form attached hereto as Exhibit M,
O, P, Q or R, as applicable, upon which the Certifying Person, the entity for
which the Certifying Person acts as an officer, and such entity's officers,
directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The senior officer in charge of
securitization of the Depositor shall serve as the Certifying Person on behalf
of the Trust. The Certifying Person at the Depositor can be contacted at
Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New
York 10005, Attention: Lainie Kaye, with a copy to Jay Strauss, Esq. If any
Reporting Servicer is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a
Performance Certification to the Certifying Person pursuant to this Section
10.08 with respect to the period of time it was subject to this Agreement or the
applicable sub-servicing agreement or primary servicing agreement, as the case
may be.

            Notwithstanding the foregoing, nothing in this Section 10.08 shall
require any Reporting Servicer (i) to certify or verify the accurateness or
completeness of any information provided to such Reporting Servicer by third
parties (other than a Sub-Servicer, Additional Servicer or any other third party
retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub Servicer
appointed pursuant to Section 3.01(c)), (ii) to certify information other than
to such Reporting Servicer's knowledge and in accordance with such Reporting
Servicer's responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of
information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.

            Each Performance Certification shall include a reasonable reliance
provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 10.11, (ii) annual report on
assessment of compliance with servicing criteria provided pursuant to Section
10.12 and (iii) registered public accounting firm attestation report provided
pursuant to Section 10.13.

            For so long as the Trust is subject to the reporting obligations of
the Exchange Act, with respect to any Non-Serviced Mortgage Loan, the
Certificate Administrator will use commercially reasonable efforts to procure a
Sarbanes-Oxley back-up certification from the related Non-Serviced Mortgage Loan
Service Providers, in form and substance similar to a Performance Certification.

            For the avoidance of doubt, no Sarbanes-Oxley Certification shall be
required by any party after the Form 15 suspension notice is filed (other than
with respect to the Sarbanes-Oxley Certification relating to the year prior to
the year in which such Form 15 is filed).

            Section 10.09 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure (the "8-K Filing Deadline")
under Form 8-K (each a "Reportable Event"), to the extent it receives the Form
8-K Disclosure Information described below, the Certificate Administrator shall
prepare and, at the direction of the Depositor, file on behalf of the Trust any
Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K ("Form 8-K Disclosure Information") shall,
pursuant to the paragraph immediately below, be reported by the parties set
forth on Schedule V to which such Reportable Event relates and such Form 8-K
Disclosure Information shall be delivered to the Depositor and the Certificate
Administrator (and to any other depositor and other trustee related to any other
securitization trust relating to any securitized Serviced Companion Loan) and
approved by the Depositor. The Certificate Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Schedule V) absent such reporting and
approval.

            For so long as the Trust (or any other securitization trust relating
to a Serviced Companion Loan) is subject to the reporting requirements of the
Exchange Act, the parties listed on Schedule V hereto shall, to the extent a
Servicing Officer or a Responsible Officer, as the case may be, thereof has
actual knowledge, use their commercially reasonable efforts to provide to the
Depositor and the Certificate Administrator (or any other depositor and trustee
relating to a Serviced Companion Loan) within 1 Business Day after the
occurrence of the Reportable Event, but shall provide in no event later than
noon (New York City time) on the 2nd Business Day after the occurrence of the
Reportable Event, the form and substance of the Form 8-K Disclosure Information
described on Schedule V as applicable to such party, in EDGAR-compatible format
(to the extent available to such party in such format), or in such other format
as otherwise agreed upon by the Certificate Administrator and the Depositor (and
such other trustee and depositor) and such party and accompanied by an
Additional Disclosure Notification in the form attached hereto as Exhibit W. The
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K by the end
of business on the 2nd Business Day after the Reportable Event; provided that if
the Certificate Administrator does not receive a response from the Depositor by
such time as required under this Agreement the Depositor will be deemed to have
consented to such Form 8-K Disclosure Information. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the
parties listed on Schedule V of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information;
provided that to the extent that the Certificate Administrator is notified of
such Reportable Event and it does not receive the necessary Form 8-K Disclosure
Information, it shall notify the Depositor that it has not received such
information and, provided, further, that the limitation on liability provided by
this sentence shall not be applicable if the Reportable Event relates to the
Trustee or any party that the Certificate Administrator has engaged to perform
its obligations under this Agreement. The Depositor will be responsible for any
reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Certificate Administrator shall,
no later than the end of the Business Day (New York City time) on the 3rd
Business Day after the Reportable Event, forward electronically a copy of the
Form 8-K to the Depositor for review and approval and the Depositor shall
promptly notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to the Form 8-K. No later than noon on the 4th
Business Day (New York City time) after the Reportable Event, a duly authorized
representative of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator. The Certificate
Administrator shall file such Form 8-K, upon signature thereof as provided in
Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 4th
Business Day following the reportable event or (ii) such other time as the
Depositor and the Certificate Administrator mutually agree is permitted by the
Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.10(b). After
filing with the Commission, the Certificate Administrator will, pursuant to
Section 4.02(c), make available on its internet website a final executed copy of
each Form 8-K prepared and filed by the Certificate Administrator. The parties
to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.9 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all
applicable deadlines in the performance of their duties under this Section 10.9.
The Certificate Administrator shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure
results from the Certificate Administrator's inability or failure to receive
approved Form 8-K Disclosure Information within the applicable timeframes set
forth in this Section 10.09 and not resulting from the Certificate
Administrator's own negligence, bad faith or willful misconduct (provided that
to the extent that the Certificate Administrator is notified of such Reportable
Event and it does not receive the necessary Form 8-K Disclosure Information, it
will notify the Depositor that it has not received such information and further
provided that the limitation on liability provided by this sentence shall not be
applicable if the Reportable Event relates to the Certificate Administrator or
any party that the Certificate Administrator has engaged to perform its
obligations under this Agreement).

            For the avoidance of doubt, no Form 8-K Disclosure Information or
Form 8-K filing shall be required by any party after the Form 15 suspension
notice is filed.

            Section 10.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports. (a) On or before January 30 of the first
year in which the Certificate Administrator is able to do so under applicable
law, the Certificate Administrator shall prepare and file a Form 15 Suspension
Notification relating to the automatic suspension of reporting in respect of the
Trust under the Exchange Act. With respect to any reporting period occurring
after the filing of Form 15, the obligations of the parties to this Agreement
under Sections 10.01, 10.03, 10.06, 10.07, 10.08 and 10.09 shall be suspended.
The Certificate Administrator shall provide prompt notice to the Depositor, the
Master Servicers, the Special Servicers, the Trustee and the Mortgage Loan
Sellers that the Form 15 has been filed.

            (b) If the Certificate Administrator is unable to timely file with
the Commission all or any required portion of any Form 8-K, Form 10-D or Form
10-K required to be filed by this Agreement because required disclosure
information either was not delivered to it or was delivered to it after the
delivery deadlines set forth in this Agreement or for any other reason, the
Certificate Administrator shall promptly notify (which notice (which may be sent
by fax or by email notwithstanding the provisions of Section 11.04) shall
include the identity of those Reporting Servicers who either did not deliver
such information or delivered such information to it after the delivery
deadlines set forth in this Agreement) the Depositor and each Reporting Servicer
that failed to make such delivery. In the case of Form 10-D and Form 10-K, each
such Reporting Servicer shall cooperate with the Depositor and the Certificate
Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form
10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Certificate Administrator shall, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next Form 10-D that is
required to be filed on behalf of the Trust. In the event that any previously
filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate
Administrator shall notify the Depositor and such other parties as needed and
such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or
Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K shall be signed by the Depositor. The parties to this agreement
acknowledge that the performance by the Certificate Administrator of its duties
under this Section 10.10 related to the timely preparation and filing of Form
15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon
the Master Servicers, the Special Servicer and the Depositor performing their
duties under this Section. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or
any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure results
from the Certificate Administrator's inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

            Section 10.11 Annual Compliance Statements. Each Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator any Additional
Servicer and each Servicing Function Participant (if such Servicing Function
Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of
Regulation AB) (each, a "Certifying Servicer") shall and the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall use
commercially reasonable efforts to cause each Additional Servicer and each
Servicing Function Participant (if such Servicing Function Participant is a
servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB)
(other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer)
with which it has entered into a servicing relationship with respect to the
Mortgage Loans, to deliver to the Depositor and the Certificate Administrator on
or before March 1 (subject to a grace period through March 15th) (and other than
with respect to the Certificate Administrator's obligation to deliver any such
reports, to any depositor and trustee for any other securitization trust
relating to a Serviced Companion Loan) with respect to the Master Servicer, the
Special Servicer, any Additional Servicer, any Servicing Function Participant,
the Certificate Administrator or the Trustee, of each year, commencing in March
2008, an Officer's Certificate stating, as to the signer thereof, that (A) a
review of such Certifying Servicer's activities during the preceding calendar
year or portion thereof and of such Certifying Servicer's performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such
officer's supervision and (B) that, to the best of such officer's knowledge,
based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. Promptly
after receipt of each such Officer's Certificate, the Depositor (and each such
other depositor for any other securitization trust relating to a Serviced
Companion Loan) shall have the right to review such Officer's Certificate and,
if applicable, consult with each Certifying Servicer, as applicable, as to the
nature of any failures by such Certifying Servicer, in the fulfillment of any of
the Certifying Servicer's obligations hereunder or under the applicable
sub-servicing agreement. None of the Certifying Servicers or any Additional
Servicer or any Servicing Function Participant shall be required to deliver, or
to endeavor to cause the delivery of, any such Officer's Certificate until April
15, in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust
or any securitization trust relating to a Serviced Companion Loan for the
preceding calendar year.

            With respect to any Non-Serviced Mortgage Loan, the applicable
Master Servicer will use commercially reasonable efforts to procure an Officer's
Certificate as described in this Section from the related Non-Serviced Mortgage
Loan Service Providers in form and substance similar to the Officer's
Certificate described in this Section.

            Section 10.12 Annual Reports on Assessment of Compliance with
Servicing Criteria. By March 1st (subject to a grace period through March 15th)
of each year, commencing in March 2008, each Master Servicer, the Special
Servicer (regardless of whether the Special Servicer has commenced special
servicing of any Mortgage Loan), the Certificate Administrator, the Trustee, and
each Servicing Function Participant (each, a "Reporting Servicer"), each at its
own expense, shall furnish, (and each Reporting Servicer, as applicable, shall
use commercially reasonable efforts to cause, by March 1st (subject to grace
period through March 15th), each Servicing Function Participant (other than (x)
a party to this Agreement or (y) a Loan Seller Sub-Servicer) with which it has
entered into a servicing relationship with respect to the Mortgage Loans to
furnish, each at its own expense, to the Certificate Administrator and the
Depositor (and to any depositor and trustee for any other securitization trust
relating to a Serviced Companion Loan) a report on an assessment of compliance
with the Relevant Servicing Criteria with respect to commercial mortgage backed
securities transactions taken as a whole involving such party that contains (A)
a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such Reporting Servicer's assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending
the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 10.07, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.

            No later than 10 Business Days after the end of each fiscal year for
the Trust (and any other securitization trust relating to a Serviced Companion
Loan) for which a Form 10-K is required to be filed, each Master Servicer, the
Special Servicer, the Certificate Administrator and Trustee shall each forward
to the Certificate Administrator and the Depositor (and to any depositor and
trustee for any other securitization trust relating to a Serviced Companion
Loan) the name and contact information of each Servicing Function Participant
engaged by it during such year or portion thereof (except with respect to any
Loan Seller Sub-Servicer) and what Relevant Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function
Participant. When the applicable Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee and each Servicing Function Participant
submit their respective assessments by March 1st (subject to grace period
through March 15th), as applicable, to the Certificate Administrator (and such
other trustee), each such party shall also at such time, if it has received the
assessment (and attestation pursuant to Section 10.13) of each Servicing
Function Participant engaged by it, include such assessment (and attestation) in
its submission to the Certificate Administrator (and such other trustee).

            Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor (and any depositor for any other securitization
trust relating to a Serviced Companion Loan) shall have the right to review each
such report and, if applicable, consult with the Master Servicers, the Special
Servicer, the Certificate Administrator, the Trustee and any Servicing Function
Participant as to the nature of any material instance of noncompliance with the
Relevant Servicing Criteria by the applicable Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or any Servicing Function
Participant, and (ii) the Certificate Administrator shall confirm that the
assessments, taken individually address the Relevant Servicing Criteria for each
party as set forth on Schedule II and notify the Depositor (and any depositor
for any other securitization trust relating to a Serviced Companion Loan) of any
exceptions. None of the Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee or any Servicing Function Participant shall be
required to deliver, or to endeavor to cause the delivery of, any such reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor (and any other depositor related to a securitization for a
Serviced Companion Loan) that a Form 10-K is not required to be filed in respect
of the Trust (or, in the case of a securitized Serviced Companion Loan, the
related securitization trust) for the preceding calendar year.

            The parties hereto acknowledge that a material instance of
noncompliance with the Relevant Servicing Criteria reported on an assessment of
compliance pursuant to this Section 10.12 by a Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall not, as a result of
being so reported, in and of itself, constitute a breach of such parties'
obligations, as applicable, under this Agreement unless otherwise provided for
in this Agreement.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, with respect to any Non-Serviced Mortgage Loan, the
Certificate Administrator will use commercially reasonable efforts to procure an
annual report on assessment of compliance as described in this Section and an
attestation as described in Section 10.13 from the related Non-Serviced Mortgage
Loan Service Providers in form and substance similar to the annual report on
assessment of compliance described in this Section and the attestation described
in Section 10.13. To the extent that the applicable Non-Serviced Mortgage Loan
Service Providers have a continuing obligation under the related Other Pooling
and Servicing Agreement to provide to the Trust an annual report on assessment
of compliance as described in this Section and an attestation as described in
Section 10.13 for any year that the Trust formed under this Agreement is not
subject to the reporting requirements of the Exchange Act, the Certificate
Administrator will notify the related Non-Serviced Mortgage Loan Service
Providers if such parties fail to deliver to the Certificate Administrator such
assessment of compliance and attestation within the time frame required by the
related Other Pooling and Servicing Agreement.

            Section 10.13 Annual Independent Public Accountants' Servicing
Report. By March 1st (subject to a grace period through March 15th), of each
year, commencing in March 2008, each Reporting Servicer, each at its own
expense, shall cause, and each Reporting Servicer, as applicable, shall use
commercially reasonable efforts to cause each Servicing Function Participant
(other than (x) a party to this Agreement or (y) a Loan Seller Sub-Servicer)
with which it has entered into a servicing relationship with respect to the
Mortgage Loans, to cause, each at its own expense), a registered public
accounting firm (which may also render other services to the applicable Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, such
Servicing Function Participant, as the case may be) and that is a member of the
American Institute of Certified Public Accountants to furnish a report to the
Certificate Administrator and the Depositor (and to any depositor and trustee
for any other securitization trust relating to a Serviced Companion Loan) to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assessment from
such Reporting Servicer of its compliance with the Relevant Servicing Criteria,
and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is
expressing an opinion as to whether such Reporting Servicer's compliance with
the Relevant Servicing Criteria was fairly stated in all material respects, or
it cannot express an overall opinion regarding such Reporting Servicer's
assessment of compliance with the Relevant Servicing Criteria. If an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.

            Promptly after receipt of such report from each Reporting Servicer,
(i) the Depositor (and any depositor related to a securitization involving any
Serviced Companion Loan) shall have the right to review the report and, if
applicable, consult with the related Reporting Servicer as to the nature of any
material instance of noncompliance by such Reporting Servicer with the Servicing
Criteria applicable to such person, as the case may be, in the fulfillment of
any of such Reporting Servicer's obligations hereunder or under any applicable
sub-servicing agreement or primary servicing agreement, and (ii) the Certificate
Administrator shall confirm that each assessment submitted pursuant to Section
10.12 is coupled with an attestation meeting the requirements of this Section
and notify the Depositor (and any other depositor related to a securitization
involving any Serviced Companion Loan) of any exceptions. No Reporting Servicer
shall be required to deliver, or to endeavor to cause the delivery of, such
reports until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust (or, in the case of a securitized Serviced Companion Loan,
the related securitization trust) for the preceding calendar year.

            Section 10.14 Exchange Act Reporting Indemnification. Each of the
Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee shall indemnify and hold harmless each Certification Party, the
Depositor (and any other depositor related to a securitization involving any
Serviced Companion Loan), their respective directors and officers, and each
other person who controls any such entity within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, against any and all
expenses, losses, claims, damages and other liabilities, including without
limitation the costs of investigation, legal defense and any amounts paid in
settlement of any claim or litigation arising out of (i) the failure to perform
its obligations to the Depositor (or any other depositor related to a
securitization involving any Serviced Companion Loan) or Certificate
Administrator (or any other trustee related to a securitization involving any
Serviced Companion Loan) under this Article X by the time required after giving
effect to any applicable grace period or cure period or (ii) the failure of any
Servicing Function Participant or Additional Servicer retained by it (other than
a Loan Seller Sub-Servicer) to perform its obligations to the Depositor (or any
other depositor related to a securitization involving any Serviced Companion
Loan) or Certificate Administrator (or any other trustee related to a
securitization involving any Serviced Companion Loan) under this Article X by
the time required after giving effect to any applicable grace period and cure
period.

            The Master Servicers, the Special Servicer, the Certificate
Administrator and the Trustee shall use commercially reasonable efforts to cause
each Servicing Function Participant (other than (x) any party to this Agreement
or (y) a Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to indemnify and hold harmless
each Certification Party from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by such Certification Party arising out of a breach
of its obligations to provide any of the annual compliance statements or annual
assessment of servicing criteria or attestation reports pursuant to this
Agreement, or the applicable sub-servicing agreement or primary servicing
agreement, as applicable.

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then each Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, each
Additional Servicer or other Servicing Function Participant (the "Performing
Party") shall and the Master Servicer, the Special Servicer and the Trustee
shall use commercially reasonable efforts to cause each Servicing Function
Participant with which it has entered into a servicing relationship (other than
(x) a party to this Agreement or (y) any Loan Seller Sub-Servicer) with respect
to the Mortgage Loans to contribute to the amount paid or payable to the
Certification Party as a result of the losses, claims, damages or liabilities of
the Certification Party in such proportion as is appropriate to reflect the
relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party's
obligations pursuant to this Article X. The applicable Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall use
commercially reasonable efforts to cause each Servicing Function Participant
(other than (x) any party to this Agreement or (y) Loan Seller Sub-Servicers)
with which it has entered into a servicing relationship with respect to the
Mortgage Loans to agree to the foregoing indemnification and contribution
obligations.

            Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in
writing the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party under this Agreement except to the extent
that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the
indemnifying party has been notified of the commencement of such action, such
indemnifying party shall be entitled to participate therein (at its own expense)
and, to the extent that it may wish, shall be entitled to assume the defense
thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (which approval shall
not be unreasonably withheld or delayed), and after notice from the indemnifying
party to such indemnified party of its election to so assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any expenses subsequently incurred in connection with the defense thereof
other than reasonable costs of investigation. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have agreed to
the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party fails within a reasonable period of time to
designate counsel that is reasonably satisfactory to the indemnified party
(which approval shall not be unreasonably withheld or delayed). In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) in any one jurisdiction separate from
their own counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances. An indemnifying party shall
not be liable for any settlement of any proceeding effected without its written
consent. However, if settled with such consent, the indemnifying party shall
indemnify the indemnified party from and against any loss or liability by reason
of such settlement to the extent that the indemnifying party is otherwise
required to do so under this Agreement. If an indemnifying party assumes the
defense of any proceeding, it shall be entitled to settle such proceeding with
the consent of the indemnified party (which consent shall not be unreasonably
withheld or delayed) or, if such settlement (i) provides for an unconditional
release of the indemnified party in connection with all matters relating to the
proceeding that have been asserted against the indemnified party in such
proceeding by the other parties to such settlement and (ii) does not require an
admission of fault by the indemnified party, without the consent of the
indemnified party.

            Section 10.15 Amendments. This Article X may be amended by the
written consent of all the parties hereto pursuant to Section 11.07 for purposes
of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage backed securities market without, in each case, any
Opinions of Counsel, Officer's Certificates, Rating Agency Confirmations or the
consent of any Certificateholder, notwithstanding anything to the contrary
contained in this Agreement; provided that no such amendment shall eliminate the
reports or statements required by Section 10.11, Section 10.12 or Section 10.13
without the receipt of a letter from each Rating Agency confirming that the
elimination of such reports and certificates will not result in a downgrade,
qualification or withdrawal of the then current rating of the Certificates.

            Section 10.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report and
Form 10-K report shall be signed by the Depositor in accordance with procedures
to be agreed upon by the Depositor and the Certificate Administrator. The
signing party at the Depositor can be contacted at Deutsche Mortgage & Asset
Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention:
Lainie Kaye, with a copy to Jay Straus, Esq.

            (b) Notwithstanding anything in Section 11.04 to the contrary, any
notice required to be delivered to (i) the Depositor under this Article X shall
be properly given if sent by facsimile to (212) 797-4487, Attention: Lainie
Kaye, with a copy to (212) 504-6666, Attention: Anna Glick (or such other number
as the Depositor may instruct) and/or by email to Lainie.Kaye@db.com, with a
copy to Anna.Glick@cwt.com (or such other email address as the Depositor may
instruct) and (ii) to the Certificate Administrator under this Article X shall
be properly given if sent by facsimile to (714) 656-2631, Attention: DB Sec
Notification, or such other number as the Certificate Administrator may instruct
and/or by email to dbsec.notifications@db.com (or such other email address as
the Certificate Administrator may instruct).

            (c) For the avoidance of doubt:

            (i) No Master Servicer or Special Servicer shall be subject to a
      Master Servicer Event of Default or a Special Servicer Event of Default,
      as applicable, pursuant to either the last clause of the definition of
      Master Servicer Event of Default or the last clause of the definition of
      Special Servicer Event of Default, as applicable, nor shall any such party
      be deemed to not be in compliance under this Agreement, during any grace
      period provided for in this Article X, provided, that if any such party
      fails to comply with the delivery requirements of this Article X by the
      expiration of any applicable grace period such failure shall constitute a
      Master Servicer Event of Default or a Special Servicer Event of Default,
      as applicable; and

            (ii) No Master Servicer or Special Servicer shall be subject to a
      Master Servicer Event of Default or a Special Servicer Event of Default,
      as applicable, pursuant to either the last clause of the definition of
      Master Servicer Event of Default or the last clause of the definition of
      Special Servicer Event of Default, as applicable, nor shall any such party
      be deemed to not be in compliance under this Agreement, for failing to
      deliver any item required under this Article X by the time required
      hereunder with respect to any reporting period for which the Trust is not
      required to file Exchange Act reports (which reporting periods will
      include any occurring after the Certificate Administrator files the Form
      15 relating to the automatic suspension of reporting in respect of the
      Trust under the Exchange Act).

            (d) In the event the Certificate Administrator or the Depositor does
not receive the Annual Assessment Report and/or the Annual Attestation Report
with respect to any Servicing Function Participant, or with respect to any
Servicing Function Participant retained or engaged by a party hereto that is
actually known by a Responsible Officer of the Certificate Administrator or the
Depositor, as the case may be, by March 15th of any year during which an Annual
Report on Form 10-K is required to be filed with the Commission with respect to
the Trust, then the Certificate Administrator shall, and the Depositor may,
forward a Servicer Notice to such Servicing Function Participant or the party
hereto that retained or engaged such Sub-Servicing Function Participant, as the
case may be, with a copy of such Servicer Notice to the Depositor (if the
Certificate Administrator is sending the Servicer Notice) or the Certificate
Administrator (if the Depositor is sending the Servicer Notice), as applicable,
within two (2) Business Days of such failure. For the purposes of this Article X
and Section 7.01 of this Agreement, a "Servicer Notice" shall constitute either
any writing forwarded to such party or, in the case of each Master Servicer and
the Special Servicer, notwithstanding the provisions of Section 11.05, e-mail
notice or fax notice which, in the case of an email transmission, shall be
forwarded to all of the following e-mail addresses for the applicable party: in
the case of the Capmark Master Servicer, mark.mccool@capmark.com and
servicing.compliance@capmark.com, in the case of the Wachovia Master Servicer,
rcmcres.compliance@wachovia.com, and in the case of the Special Servicer,
rwolpert@lnrproperty.com, tnealon@lnrproperty.com and jbenedit@lnrproperty.com,
or such other e-mail addresses as are provided in writing by the Master Servicer
or the Special Servicer, as applicable, to the Certificate Administrator and the
Depositor (but any party to this Agreement (or someone acting on their behalf)
shall only be required to forward any such notice to be delivered to the Master
Servicer to no more than three e-mail addresses in the aggregate in order to
fulfill its notification requirements as set forth in the preceding sentence
and/or under the provisions of Section 7.01. Notwithstanding anything herein to
the contrary, the forwarding of a Servicer Notice shall not relieve any Master
Servicer or the Special Servicer of any liability under Section 7.01(a)(ix) or
Section 7.01(b)(ix), respectively, for the failure of any Servicing Function
Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items
pursuant to this Article X.

            Section 10.17 Termination of the Certificate Administrator. (a)
Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may immediately terminate the Certificate Administrator if the
Certificate Administrator fails to comply with any of its obligations under this
Article X; provided that (a) such termination shall not be effective until a
successor certificate administrator shall have accepted the appointment, (b) the
Certificate Administrator may not be terminated if it cannot perform its
obligations due to its failure to properly prepare or file on a timely basis any
Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form
12b-25 where such failure results from the Certificate Administrator's inability
or failure to receive, within the exact time frames set forth in this Agreement
any information, approval, direction or signature from any other party hereto
needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or
Form 10-D or any amendments to such forms or any form 12b-25 not resulting from
its own negligence, bad faith or willful misconduct, (c) if, following the
Certificate Administrator's failure to comply with any of such obligations under
Section 10.06, 10.07, 10.09, 10.11, 10.12 or 10.13 on or prior to the dates by
which such obligations are to be performed pursuant to, and as set forth in,
such Sections the Certificate Administrator subsequently complies with such
obligations before the Depositor gives written notice to it that it is
terminated in accordance with this Section 10.17 and (d) the Certificate
Administrator may not be terminated if the Certificate Administrator's failure
to comply does not cause it to fail in its obligations to timely file the
related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related
deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor
shall cease to have the right to terminate the Certificate Administrator under
this Section 10.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is
so filed.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 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 11.02 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 failed 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 11.03 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 11.04 Notices. Unless otherwise specified in this Agreement,
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  21045-195
                  Attention: Corporate Trust Services (CMBS), CD 2007-CD5

            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 Certificate Administrator, to:

                  Deutsche Bank Trust Company Americas
                  1761 East Saint Andrew Place
                  Santa Ana, California  92705
                  Attention: Trust Administration - CD07C5
                  Facsimile No.: (714) 656-2629

            If to the Capmark Master Servicer, to:

                  Capmark Finance Inc.
                  116 Welsh Road
                  Horsham, PA 19044
                  Attention: Commercial Mortgage Servicing Manager Director
                  Facsimile No.: (215) 328-3478

                  with a copy to:

                  Capmark Finance Inc.
                  116 Welsh Road
                  Horsham, PA 19044
                  Attention: General Counsel
                  Facsimile No.: (215) 441-7238

            If to the Wachovia Master Servicer, to:

                  Wachovia Real Estate Services
                  NC1075 9th Floor
                  201 S. College Street
                  Charlotte, NC 28244-1075
                  Attention: Deutsche Commercial Mortgage Pass-Through
                  Certificates Series CD 2007-CD5
                  Facsimile No.: (704) 715-0473

                  with a copy to:

                  Alston & Bird LLP
                  Bank of America Plaza
                  Suite 4000
                  101 South Tryon Street
                  Charlotte, NC 28280-4000
                  Fax: (704) -444-1111
                  Attention: Stacy G. Ackermann, Esq.

            If to the Special Servicer, to:

                  LNR Partners, Inc.
                  1601 Washington Avenue, Suite 700
                  Miami Beach, Florida  33139
                  Attention: Randy Wolpert and Thomas E. Nealon III, Esq.
                  Telecopy No.: (305) 695-5601
                  Email: rwolpert@lnrproperty.com and tnealon@lnrproperty.com
                  Attention: Javier Benedit
                  Facsimile No.: (305) 695-5199
                  Email: jbenedit@lnrproperty.com

                  with a copy to:

                  Bilzin Sumberg Baena Price & Axelrod LLP
                  200 South Biscayne Blvd., Suite 2500
                  Miami, Florida  33131
                  Attention: Alan Kazan, Esq.
                  Facsimile No.: (305) 351-2229

            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: Lainie Kaye

            If to Citigroup Global Markets Realty Corp., as Mortgage Loan
                  Seller, to:

                  Citigroup Global Markets Realty Corp.
                  388 Greenwich Street, 11th Floor
                  New York, New York 10013
                  Attention: Angela Vleck
                  Facsimile number: (212) 816-8307

                  with a copy to:

                  Ryan O'Connor
                  Vice President & Counsel
                  Citi - Markets and Banking
                  388 Greenwich Street, 17th Floor
                  New York, New York 10013
                  Tel: 212.816.1273
                  Facsimile number: 646.862.8988
                  Email: ryan.m.oconnor@citi.com

            If to Artesia Mortgage Capital Corporation, as Mortgage Loan
                  Seller, to:

                  Artesia Mortgage Capital Corporation
                  1180 NW Maple Street, Suite 202
                  Issaquah, WA  98027
                  Attention: Diana Kelsey Kutas
                  Facsimile No.: (425) 313-1005

                  with a copy to:

                  Joseph C. T. Kelly
                  Sidley Austin LLP
                  787 Seventh Avenue
                  New York, New York  10019
                  Facsimile No.: (212) 839-5599

            If to CWCapital LLC, as Mortgage Loan Seller, to:

                  CWCapital LLC
                  1540 Broadway, 23rd Floor
                  New York, New York 10036,
                  Attention: Paul A. Sherrington
                  Facsimile No.: (646) 253-8849

                  with a copy to:

                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center
                  New York, New York  10281
                  Attention: Anna H. Glick

            If to SunTrust Bank, as Mortgage Loan Seller, to:

                  SunTrust Bank
                  303 Peachtree Street, N.E.
                  26th Floor
                  Mail Code 3950
                  Atlanta, Georgia 30308
                  Attention: Paula Light Wiser
                  Facsimile No.: (404) 813-0000

                  with a copy to:

                  Alston & Bird LLP
                  Bank of America Plaza
                  101 South Tryon Street, Suite 4000
                  Charlotte, North Carolina 28280
                  Attention: Jason J. Solomon
                  Facsimile No.: (704) 444-1111

            If to the Underwriters, to:

                  Deutsche Bank Securities Inc.
                  Commercial Mortgage-Backed Securities
                  60 Wall Street
                  New York, New York  10005
                  Attention: Lainie Kaye

                  Citigroup Global Markets Inc.
                  388 Greenwich Street, 11th Floor
                  New York, New York 10013
                  Attention: Angela Vleck
                  Facsimile No.: (212) 816-8307

                  Credit Suisse Securities (USA) LLC
                  11 Madison Avenue, 9th Floor
                  New York, New York 10010
                  Attention: Edmund Taylor

                  with a copy to:

                  Casey McCutcheon, Esq.
                  Legal & Compliance Department
                  Facsimile No.: (917) 326-8433

                  SunTrust Robinson Humphrey, Inc
                  303 Peachtree Street
                  Atlanta, Georgia 30308
                  Attention: Sarah Graves
                  Facsimile No.: (404) 813-0190

                  with a copy to:

                  Candy Harwell
                  Facsimile No.: (404) 588-8100

            If to any Certificateholder, to:

                  the address set forth in the Certificate Register

            If to the initial Controlling Class Representative

                  CRES Investment No. II, LP
                  8350 North Central Expressway, Suite 1275
                  Dallas, TX 75206
                  Attention: Michael G. Loftis
                  Phone: (214) 346-9001
                  Facsimile No.: (214) 389-9013

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 11.05 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 11.06 Notice to the Depositor and Each Rating Agency. (a)
The Certificate 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, the Trustee and each Rating Agency with respect to each of the
following of which a Responsible Officer of the Certificate 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
      Certificate Administrator, either Master Servicer, the Special Servicer or
      the Trustee; and

            (iv) the repurchase of Mortgage Loans pursuant to Section 2.03(d).

            (b) The Certificate Administrator shall promptly furnish to the
Depositor, the Underwriters, the controlling class representative and each
Rating Agency:

            (i) notice of the final payment to any Class of Certificateholders;

            (ii) notice of any change in the location of the Distribution
      Accounts, the Interest Reserve Account, or the Excess Liquidation Proceeds
      Account; and

            (iii) each report to Certificateholders described in Section 4.02,
      Section 3.13 and Section 3.22.

            (c) Each Master Servicer shall promptly furnish to each Rating
Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 10.11;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 10.13;

            (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) notice of any change in the location of the Collection Account
      and the Serviced Whole Loan Collection Account,

            (v) a copy of any notice with respect to a breach of a
      representation or warranty with respect to any Mortgage Loan;

            (vi) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of such Master Servicer;

            (vii) any change in the lien priority of a Mortgage Loan;

            (viii) any new lease of an anchor or a termination of an anchor
      lease at a retail Mortgaged Property;

            (ix) any material damage to a Mortgaged Property; and

            (x) any amendment, modification, consent or waiver to or of any
      provision of a Mortgage Loan.

            (d) The Trustee, the Certificate Administrator, the applicable
Master 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, such Master 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.
Each party hereto shall send copies to the Depositor of any information that it
provided to any Rating Agency. Notwithstanding anything to the contrary herein,
nothing in this Section 11.06 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed
items.

            (e) Notices to each Rating Agency shall be addressed as follows:

                  Fitch, Inc.
                  One State Street Plaza, 31st Floor
                  New York, New York  10004
                  Attention: Commercial Mortgage Surveillance Group
                  Facsimile No.: (212) 635-0295

                  Moody's Investors Services, Inc.
                  99 Church Street, 4th Floor
                  New York, New York  10041
                  Attention: Commercial Mortgage Surveillance Group
                  Facsimile No.: (212) 553-0300

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, New York  10041
                  Attention: Commercial Mortgage Surveillance Group
                  Facsimile No.: (212) 438-2657

or in each case to such other address as either Rating Agency shall specify by
written notice to the parties hereto.

            Section 11.07 Amendment. This Agreement or any Custodial Agreement
may be amended at any time by the Depositor, the Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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, 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 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 or to significantly change
the activities of the Trust (insofar as such change would adversely affect the
status of the Trust as a "qualifying special purpose entity" under FASB 140).

            This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicers, the Special Servicer, the
Certificate Administrator and the Trustee 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 (without regard to
Certificates held by the Depositor, any of the Depositor's Affiliates and/or
agents or any Mortgage Loan Seller) 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, 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 applicable Servicing Standard or obligations of
      either Master 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;

            (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 and the consent of any affected Serviced Companion Loan
      Noteholders; or

            (v) significantly change the activities of the Trust (insofar as
      such change would adversely affect the status of the Trust as a
      "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 11.07 shall be
effective with the consent of the Trustee, the Certificate Administrator, the
Master Servicers and the Special Servicer, in writing, and to the extent
required by this Section 11.07, the Certificateholders and Serviced Companion
Loan Noteholders. Promptly after the execution of any amendment, the Master
Servicers shall forward to the Trustee, the Certificate Administrator and the
Special Servicer, and the Certificate 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 11.07 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 Trustee 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 Certificate Administrator 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, (a)
in the case of any Serviced Whole Loan with one or more Serviced Pari Passu
Companion Loans (but not a Serviced B 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 Serviced Pari Passu Companion Loan's, as applicable,
principal balance), (b) in the case of a Serviced Whole Loan with a Serviced B
Loan (other than the Lincoln Square Whole Loan), first, to the related Serviced
B Loan and then, to the related Mortgage Loan and (c) in the case of the Lincoln
Square Whole Loan, first, to the related Serviced B Loan and then, on a pro rata
basis as between the related Mortgage Loan and any related Serviced Pari Passu
Companion Loans (based on their respective outstanding principal balances) 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 Trust REMIC or the Grantor Trust.

            Prior to the execution of any amendment to this Agreement or any
Custodial Agreement, the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicers 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 11.07 (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, (a) in the case of any Serviced Whole
Loan with one or more Serviced Pari Passu Companion Loans (but not a Serviced B
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 Serviced Pari
Passu Companion Loan's, as applicable, principal balance), (b) in the case of a
Serviced Whole Loan with a Serviced B Loan (other than the Lincoln Square Whole
Loan), first, to the related Serviced B Loan and then, to the related Mortgage
Loan and (c) in the case of the Lincoln Square Whole Loan, first, to the related
Serviced B Loan and then, on a pro rata basis as between the related Mortgage
Loan and the related Serviced Pari Passu Companion Loan (based on their
respective outstanding principal balances) stating that the execution of such
amendment is authorized or permitted by this Agreement. The Trustee or the
Certificate Administrator may, but shall not be obligated to, enter into any
such amendment which affects the Trustee's or the Certificate 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 11.08 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 Accounts, 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 9-313 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 either Master 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 Loans' or related Serviced
Pari Passu Companion Loan's, as applicable, 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 11.09 No Intended Third-Party Beneficiaries. Except as
specified in Section 11.12, 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 11.10 [Reserved].

            Section 11.11 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 11.12 Third Party Beneficiaries. (a) Each of the Trustee,
the Certificate Administrator and the Master Servicers acknowledges that (i)
each holder of a Serviced Companion Loan and any other depositor of any
securitization involving any Serviced Companion Loan is an intended third party
beneficiary in respect of the rights afforded it under this Agreement and may
directly enforce such rights, (ii) each of the Charles River Plaza North Service
Providers under the COBALT CMBS 2007-C3 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 Charles River Plaza
North Nonrecoverable Advances made with respect to the Charles River Plaza North
Mortgage Loan by such Persons, (2) the indemnification of the COBALT CMBS
2007-C3 Servicer, the COBALT CMBS 2007-C3 Special Servicer and the COBALT CMBS
2007-C3 Trustee pursuant to Section 6.07 of 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 COBALT CMBS 2007-C3 Pooling and Servicing Agreement and this Agreement that
relate solely to its servicing of the Charles River Plaza North Whole Loan and
any related reimbursement provisions and (3) the provisions set forth in Section
4.07(e) of this Agreement regarding advancing coordination and (iii) each of the
Service Providers with respect to the USFS Industrial Distribution Portfolio
Whole Loan, the 85 Tenth Avenue Whole Loan and the Georgian Towers Whole Loan
under the COMM 2007-C9 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 Nonrecoverable Advances made
with respect to the such Mortgage Loans by such Persons, (2) the indemnification
of the COMM 2007-C9 Servicer, the COMM 2007-C9 Special Servicer and the COMM
2007-C9 Trustee pursuant to Section 6.07 of 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 COMM 2007-C9 Pooling and Servicing Agreement and this Agreement that relate
solely to its servicing of each of the USFS Industrial Distribution Portfolio
Whole Loan, the 85 Tenth Avenue Whole Loan and the Georgian Towers Whole Loan
and any related reimbursement provisions and (3) the provisions set forth in
Section 4.07(e) of this Agreement regarding advancing coordination.

            Each of the Trustee, the Certificate Administrator and the Master
Servicer acknowledge that each holder of a Serviced Companion Loan, any other
depositor of any securitization involving any 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.

                         [NO FURTHER TEXT ON THIS PAGE]

<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Capmark Master Servicer, the
Wachovia Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator 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
                                         RECEIVING CORPORATION, as Depositor

                                         By: /s/ Charles Y. Lee
                                            ------------------------------------
                                            Name: Charles Y. Lee
                                            Title: Vice President

                                         By: /s/ Boris Zhuravel
                                            ------------------------------------
                                            Name: Boris Zhuravel
                                            Title: Vice President

                                         CAPMARK FINANCE INC.,
                                         as Capmark Master Servicer

                                         By: /s/ Jillian M. Brittin
                                            ------------------------------------
                                            Name: Jillian M. Brittin
                                            Title: Vice President

                                         WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                         Wachovia Master Servicer By:

                                         By: /s/ Audrey Afflerbach
                                            ------------------------------------
                                            Name: Audrey Afflerbach
                                            Title: Vice President

                                         LNR PARTNERS, INC.,
                                         as Special Servicer

                                         By: /s/ Rendolph J. Wolpert
                                            ------------------------------------
                                            Name: Rendolph J. Wolpert
                                            Title: Vice President

                                         WELLS FARGO BANK, N.A.,
                                         as Trustee and Custodian

                                         By: /s/ Amy Mofsenson
                                            ------------------------------------
                                            Name: Amy Mofsenson
                                            Title: Vice President

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                         as Certificate Administrator and Paying
                                         Agent

                                         By: /s/ Manuel Rivas
                                            ------------------------------------
                                            Name: Manuel Rivas
                                            Title: Authorized Signer

                                         By: /s/ Ronaldo Reyes
                                            ------------------------------------
                                            Name: Ronaldo Reyes
                                            Title: Vice President

<PAGE>

STATE OF FLORIDA           )
                           : SS:
COUNTY OF MIAMI-DADE       )

The foregoing instrument was acknowledged before me this 29th day of November,
2007, by Randolph Wolpert, as Vice President on behalf of LNR Partners, Inc., a
Florida corporation; such individual is personally known to me or has produced a
driver's license as identification.

                                          /s/ Davika Victoria Puran
                                       -----------------------------------------
                                       Print Name: Davika Victoria Puran
                                       Notary Public, State of Florida

My commission Expires: Feb 19, 2011

[NOTARIAL SEAL]

<PAGE>


STATE OF NEW YORK       )
                        : ss.:
COUNTY OF NEW YORK      )

            On the 19th day of November in the year 2007, before me, the
undersigned, personally appeared Charles Lee and Boris Zhuravel, 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 New York, NY (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).

                                          /s/ Angela A. Carrington
                                       -----------------------------------------
                                       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 PENNSYLVANIA   )
                        : ss.:
COUNTY OF MONTGOMERY    )

            On the 19th day of November in the year 2007, before me, the
undersigned, personally appeared Jillian M. Brittin, 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 County of
Montgomery Pennsylvania (insert the city or other political subdivision and the
state or county or other place the acknowledgment was taken).

                                         /s/ Catherine M. Millspaugh
                                       -----------------------------------------
                                       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 NORTH CAROLINA )
                        : ss.:
COUNTY OF MECKLENBURG   )

            On the 19th day of November in the year 2007, before me, the
undersigned, personally appeared Audrey Afflerbach, 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 Charlotte, NC
(insert the city or other political subdivision and the state or county or other
place the acknowledgment was taken).

                                         /s/ Erica L Smith / Notary Public
                                       -----------------------------------------
                                       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 NEW YORK       )
                        : ss.:
COUNTY OF NEW YORK      )

            On the 29th day of November in the year 2007, before me, the
undersigned, personally appeared Amy Mofsenson, 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 New
York, State of New York (insert the city or other political subdivision and the
state or county or other place the acknowledgment was taken).

                                         /s/ Jack A. Aini
                                       -----------------------------------------
                                       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 CALIFORNIA     )
                        : ss.:
COUNTY OF ORANGE        )

            On the 29th day of November in the year 2007, before me, the
undersigned, personally appeared Manuel Rivas and Ronaldo Reyes, 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 Santa Ana (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).

                                         /s/ Diana Nguyen
                                       -----------------------------------------
                                       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] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM] [A-MA]
                     [AJ] [A-JA] [B] [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 MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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.


<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE


   PASS-THROUGH CERTIFICATES, CLASS [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM]
                           [A-MA] [AJ] [A-JA] [B] [C]

Class [A-1] [A-2] [A-3] [A-AB] [A-4]
[A-1A] [AM] [A-MA] [AJ] [A-JA] [B] [C] CUSIP: [__________]
Pass-Through Rate:  [___]%              ISIN: [___________]

Original Aggregate Certificate Balance of the
Class [A-1] [A-2] [A-3] [A-AB] [A-4]
[A-1A] [AM] [A-MA] [AJ] [A-JA] [B] [C]         Initial Certificate Balance of
Certificates: $[__________]                    this Certificate: $[___________]

First Distribution Date: [__________]          Cut-off Date: The close of
                                               business on the later of the
                                               related due date for each
                                               Mortgage Loan occurring in
                                               November 2007 and the date or
                                               origination of such Mortgage Loan
                                               No.: [A-1] [A-2] [A-3] [A-AB]

Assumed Final Distribution Date:               [A-4] [A-1A] [AM] [A-MA] [AJ]
[__________]                                   [A-JA] [B] [C]-[__]

            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] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM] [A-MA]
[AJ] [A-JA] [B] [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 community properties and held
in trust by the Trustee and serviced by the applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any
Certificate), on the fourth Business Day after each Determination Date (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-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM] [A-MA]
[AJ] [A-JA] [B] [C] Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. "Determination Date" is
defined in the Pooling and Servicing Agreement as the eleventh day of each
month, or if such eleventh day is not a Business Day, then the immediately
preceding business day, commencing in December 2007. 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] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM] [A-MA] [AJ] [A-JA] [B] [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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM] [A-MA] [AJ] [A-JA] [B] [C]
Certificate to be duly executed.

Dated: _______________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Certificate
                               Administrator



                               By:____________________________________
                                       Authorized Signatory

                          Certificate of Authentication

            This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] [AM]
[A-MA] [AJ] [A-JA] [B] [C] Certificates referred to in the Pooling and Servicing
Agreement.

Dated: ______________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

                                   EXHIBIT A-2

                       FORM OF CLASS XP 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 MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 XP CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS XP CERTIFICATES AND WILL NOT BE
ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF
THE CLASS XP 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.

<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS XP

Class XP Pass-Through Rate: Variable           CUSIP: [__________]
                                               ISIN: [__________]

Original Aggregate Notional Balance of the     Initial Notional Balance of this
Class XPCertificates: $[__________]            Certificate: $[__________]

First Distribution Date: [__________]          Cut-off Date: The close of
                                               business on the later of the
                                               related due date for each
                                               Mortgage Loan occurring in
                                               November 2007 and the date or
                                               origination of such Mortgage Loan

Scheduled Final Distribution Date: N/A         No.: XP-[__]

            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 XP 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 applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any
Certificate), on the fourth Business Day after each Determination Date (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 XP Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement. "Determination
Date" is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the immediately
preceding business day, commencing in December 2007. 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 XP 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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class XP Certificate to be duly executed.

Dated: ________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Certificate
                               Administrator



                               By:____________________________________
                                        Authorized Signatory


                          Certificate of Authentication

            This is one of the Class XP Certificates referred to in the Pooling
and Servicing Agreement.

Dated: _________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

                                   EXHIBIT A-3

                                FORM OF CLASS XS
                  [RULE 144A](1) [REG S](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 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.

---------------------------------
1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE
ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICERS 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 MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 XS CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS XS CERTIFICATES AND WILL NOT BE
ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF
THE CLASS XS 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.](2)


<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS XS

Class XS Pass-Through Rate: Variable           CUSIP: [__________]
                                               ISIN: [__________]

Original Aggregate Notional Balance of the     Initial Notional Balance of this
Class XS Certificates: $[__________]           Certificate: $[__________]

First Distribution Date: [__________]          Cut-off Date: The close of
                                               business on the later of the
                                               related due date for each
                                               Mortgage Loan occurring in
                                               November 2007 and the date or
                                               origination of such Mortgage Loan

Scheduled Final Distribution Date: N/A         No.: XS-[__]

            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 XP 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 applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any
Certificate), on the fourth Business Day after each Determination Date (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 XS Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement. "Determination
Date" is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the immediately
preceding business day, commencing in December 2007. 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 XS 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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>



            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class XS Certificate to be duly executed.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Certificate
                               Administrator



                               By:____________________________________
                                        Authorized Signatory


                          Certificate of Authentication

            This is one of the Class XS Certificates referred to in the Pooling
and Servicing Agreement.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

                                    Class XS
                                   Schedule A

                                            Remaining Notional
            Notional Balance                Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

---------- -------------------------------- ------------------------- ----------

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<PAGE>

                                   EXHIBIT A-4

      FORM OF CLASS [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
                  [RULE 144A](2) [REG S](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 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.

-----------------------
1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 For Class L, Class M, Class N, Class O, Class P, Class Q and Class S
  Certificates only.


ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE
ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICERS 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 MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 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 TRUSTEE 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 MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE 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.](3)

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.](2)


<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE

 PASS-THROUGH CERTIFICATES, CLASS [D] [E] [F] [G] [H] [J] [K] [L] [M] [N]
                                  [O] [P] [Q] [S]

Class [D] [E] [F] [G] [H] [J] [K] [L] [M]      CUSIP: [__________]
[N] [O] [P] [Q] [S] Pass-Through Rate:         ISIN: [__________]
[equal to the Weighted Average Net

Mortgage Pass-Through Rate.]
Original Aggregate Certificate Balance of
the Class [D] [E] [F] [G] [H] [J] [K] [L] [M]
[N] [O] [P] [Q] [S] Certificates:              Initial Certificate Balance of
$[__________]                                  this Certificate: $[__________]

First Distribution Date: [__________]          Cut-off Date: The close of
                                               business on the later of the
                                               related due date for each
                                               Mortgage Loan occurring in
                                               November 2007 and the date or
                                               origination of such Mortgage Loan

Scheduled Final Distribution Date:             No.: [D] [E] [F] [G] [H] [J] [K]
[__________]                                   [L] [M] [N] [O] [P] [Q] [S]-[__]

            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] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P]
[Q] [S] 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 applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any
Certificate), on the fourth Business Day after each Determination Date (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] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
[S] Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. "Determination Date" is defined in the Pooling
and Servicing Agreement as the eleventh day of each month, or if such eleventh
day is not a Business Day, then the immediately preceding business day,
commencing in December 2007. 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] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] 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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificate to be
duly executed.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Certificate
                               Administrator



                               By:____________________________________
                                        Authorized Signatory


                          Certificate of Authentication

            This is one of the Class [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O]
[P] [Q] [S] Certificates referred to in the Pooling and Servicing Agreement.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

          Class [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By

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<PAGE>

                                   EXHIBIT A-5

                           FORM OF CLASS T 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 CERTIFICATE
ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICERS 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 MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 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.

<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS T

No.: T                                                 Percentage Interest: ___%

            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 T 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 applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Trustee 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 Trustee has executed this Certificate in its
limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any
Certificate), on the fourth Business Day after each Determination Date (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 T Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement. "Determination
Date" is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the immediately
preceding business day, commencing in December 2007. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
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 December 2007, 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 Certificate
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 Certificate 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 Certificate 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 Certificate
Administrator all amounts distributable to the Holders thereof, and the Bond
Trustee shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor
certificate 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 Certificate Administrator may be invested under certain
circumstances, and all income and gain realized from investment of such funds
shall accrue for its benefit.

            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 Certificate 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 Certificate 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 Certificate Administrator and the Trustee 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 (without
regard to Certificates held by the Depositor, any of the Depositor's Affiliates
and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class T Certificate to be duly executed.

Dated:

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Certificate
                               Administrator



                               By:____________________________________
                                        Authorized Signatory


                          Certificate of Authentication

            This is one of the Class T Certificates referred to in the Pooling
and Servicing Agreement.

Dated:

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agenet



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

                                   EXHIBIT A-6

                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 TRUSTEE 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 TRUSTEE 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 CERTIFICATE
ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICERS 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.

<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS R

No.: R-1                                               Percentage Interest: ___%

            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
community properties and held in trust by the Trustee and serviced by the
applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate 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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consent of any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.


<PAGE>



            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class R Certificate to be duly executed.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS
                               not in its individual capacity but solely as
                               Certificate Administrator




                               By:____________________________________
                                        Authorized Signatory



                          Certificate of Authentication

            This is one of the Class R Certificates referred to in the Pooling
and Servicing Agreement.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent



                               By:____________________________________
                                        Authorized Signatory

<PAGE>

                                   EXHIBIT A-7

                          FORM OF CLASS LR CERTIFICATE

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICERS, THE SPECIAL SERVICER, THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE 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 TRUSTEE 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 TO THE
APPOINTMENT OF THE TRUSTEE 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 CERTIFICATE
ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICERS 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.

<PAGE>

                         CD 2007-CD5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS LR

No.: LR-1                                              Percentage Interest: ___%

            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 community properties and held in trust by
the Trustee and serviced by the applicable Master 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.

            The Pooling and Servicing Agreement, dated as of November 1, 2007
(the "Pooling and Servicing Agreement"), by and among the Depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as
trustee and custodian (in its capacity as trustee, the "Trustee"), and Deutsche
Bank Trust Company Americas, as certificate administrator and paying agent (in
its capacity as certificate administrator, the "Certificate Administrator"),
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class XS, Class XP, Class AM, Class A-MA, Class AJ, Class A-JA,
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 S, Class T, Class R
and 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 the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            The Certificate Administrator makes no representation or warranty as
to any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has executed this Certificate in its
limited capacity as Certificate 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 December 2007, 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 Certificate
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, on such
date, 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 Certificate 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 not all of such
Certificates shall have been surrendered for cancellation, the Certificate
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 holding 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 such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor certificate 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 Certificate Administrator may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.

            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 applicable 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 Certificate 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 Certificate 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 denomination as the Certificate
being surrendered. 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 Master Servicers, the Special Servicer, the
Certificate Administrator, the Trustee, 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 Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee, 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 Master Servicers, the Special
Servicer, the Certificate Administrator and the Trustee 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 or the 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 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 that such amendment will
not result in a qualification, withdrawal or downgrading of the then-current
ratings assigned to the Certificates. 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 Master Servicers, the
Special Servicer, the Certificate Administrator and the Trustee 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 (without regard to Certificates held by the Depositor, any of the
Depositor's Affiliates and/or agents or any Mortgage Loan Seller) 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 applicable Servicing Standard or obligations of
                  either Master 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;

            (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 and the consentof any
                  affected Serviced Companion Loan Noteholders; or

            (v)   significantly change the activities of the Trust (insofar as
                  such change would adversely affect the status of the Trust as
                  a "qualifying special purpose entity" under FASB 140).

            Further, the Depositor, the Master Servicers, the Special Servicer,
the Certificate Administrator and the Trustee, 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 Special Servicer, and if the Special Servicer does not exercise such
option, the Capmark Master Servicer, and if the Capmark Master Servicer does not
exercise such option, the Wachovia Master 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 Special Servicer and the Master Servicers
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 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 Master Servicers
                        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/Certificate Administrator 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 Master Servicers 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-AB, Class A-4, Class A-1A, Class AM, Class A-MA,
Class AJ, Class A-JA, Class B and Class C Certificates is reduced to zero, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class T, Class R and Class LR Certificates), including the Class
XP and Class XS 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 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 applicable
Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates (other than the obligations of the Certificate
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 Certificate Administrator
and applicable Master 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 Certificate 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.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Class LR Certificate to be duly executed.

Dated: ____________________

                              DEUTSCHE BANK TRUST COMPANY AMERICAS, N.A., not in
                              its individual capacity but solely as Certificate
                              Administrator



                              By:____________________________________
                                       Authorized Signatory


                          Certificate of Authentication

            This is one of the Class LR Certificates referred to in the Pooling
and Servicing Agreement.

Dated: ____________________

                               DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
                               individual capacity but solely as Authenticating
                               Agent




                               By:____________________________________
                                        Authorized Signatory

<PAGE>


                                   EXHIBIT B-1

                             MORTGAGE LOAN SCHEDULE

CD 2007-CD5

Mortgage Loan Schedule

*Footnotes can be found in the Footnotes to Annex-A1 in the Prospectus Supplment

<TABLE>
<CAPTION>
                                                                                             Cut-off
                                                                Loan Group    Original        Date
  ID                       Property Name                          1 or 2       Balance       Balance
------   ----------------------------------------------------   ----------   -----------   -----------
<S>      <C>                                                    <C>          <C>           <C>
     1   Lincoln Square                                                  1   160,000,000   160,000,000
     2   USFS Industrial Distribution Portfolio(15)(31)(35)              1   157,463,751   157,463,751
  2.01   15155 Northam Street(30)                                             15,125,000    15,125,000
  2.02   120 Longs Pond Road                                                   9,250,000     9,250,000
  2.03   7004 East Hanna Avenue                                                7,900,000     7,900,000
  2.04   1685 West Cheyenne Avenue                                             7,750,000     7,750,000
  2.05   7801 Statesville Road                                                 7,557,500     7,557,500
  2.06   300 Lawrence Drive                                                    7,175,000     7,175,000
  2.07   4550 West Buckeye Road                                                6,955,000     6,955,000
  2.08   8024 Telegraph Road                                                   6,600,000     6,600,000
  2.09   10211 North IH 35                                                     6,525,000     6,525,000
  2.10   7598 NW 6th Avenue                                                    6,250,000     6,250,000
  2.11   11994 Livingston Road                                                 5,975,000     5,975,000
  2.12   1500 NC Hwy 39                                                        5,587,500     5,587,500
  2.13   28001 Napier Road                                                     4,500,000     4,500,000
  2.14   11955 East Peakview Avenue                                            4,275,000     4,275,000
  2.15   12301 Cumberland Road                                                 4,125,000     4,125,000
  2.16   1899 N US Hwy 1                                                       3,875,000     3,875,000
  2.17   222 Otrobando Avenue P.O. Box 103(30)                                 3,750,000     3,750,000
  2.18   9605 54th Avenue North                                                3,750,000     3,750,000
  2.19   W137 N9245 Highway 45                                                 3,550,000     3,550,000
  2.20   950 South Shiloh Road & 1992 Forest Lane                              3,375,000     3,375,000
  2.21   111 Alliant Drive                                                     3,300,000     3,300,000
  2.22   40 Fort Lewis Boulevard                                               2,950,000     2,950,000
  2.23   755 Pierce Road                                                       2,950,000     2,950,000
  2.24   8000 Bavaria Road                                                     2,762,500     2,762,500
  2.25   10410 South 50th Place                                                2,540,000     2,540,000
  2.26   1 Quality Lane                                                        2,425,000     2,425,000
  2.27   2850 Selma Highway                                                    2,297,500     2,297,500
  2.28   5445 Spellmire Drive                                                  1,982,500     1,982,500
  2.29   1350/1400 North 10th Street                                           1,856,250     1,856,250
  2.30   1044/1045 Garden Street                                               1,815,000     1,815,000
  2.31   4601 32nd Avenue South                                                1,768,750     1,768,750
  2.32   5353 Nathan Lane North                                                1,393,750     1,393,750
  2.33   125 Gardenville Parkway West                                          1,325,000     1,325,000
  2.34   6315 John J Pershing Drive                                            1,075,000     1,075,000
  2.35   3500 Saratoga Avenue(30)                                                962,500       962,500
  2.36   333-340 North Claremont Avenue                                          900,000       900,000
  2.37   2575 Virginia Avenue                                                    900,000       900,000
  2.38   345 Kino Drive                                                          410,000       410,000
     3   Charles River Plaza North                                       1   145,000,000   145,000,000
     4   85 Tenth Avenue                                                 1    76,000,000    76,000,000
     5   130 Prince Street                                               1    70,000,000    70,000,000
     6   Georgian Towers                                                 2    58,000,000    58,000,000
     7   1150 18th Street, NW                                            1    46,980,000    46,980,000
     8   Quality King(16)(34)                                            1    40,250,000    40,250,000
     9   2 Journal Square                                                1    40,000,000    39,894,331
    10   Seattle Space Needle                                            1    35,000,000    35,000,000
    11   CGM RRI Hotel Portfolio                                         1    35,000,000    34,976,394
 11.01   Red Roof Inn Washington Downtown                                      3,647,621     3,645,161
 11.02   Red Roof Inn Long Island                                              2,806,523     2,804,630
 11.03   Red Roof Inn Miami Airport                                            1,802,354     1,801,139
 11.04   Red Roof Inn Greater Washington Manassas                              1,047,082     1,046,376
 11.05   Red Roof Inn Ann Arbor University North                                 995,586       994,915
 11.06   Red Roof Inn Fort Lauderdale                                            875,429       874,839
 11.07   Red Roof Inn Tampa Brandon                                              849,681       849,108
 11.08   Red Roof Inn Phoenix Chandler                                           849,681       849,108
 11.09   Red Roof Inn Wilmington                                                 849,681       849,108
 11.10   Red Roof Inn Atlanta Druid Hills                                        841,099       840,531
 11.11   Red Roof Inn BW Parkway                                                 841,099       840,531
 11.12   Red Roof Inn Tinton Falls                                               832,516       831,954
 11.13   Red Roof Inn Baltimore North Timonium                                   823,933       823,378
 11.14   Red Roof Inn Boston Northeast Saugus                                    815,350       814,800
 11.15   Red Roof Inn Joliet                                                     798,185       797,647
 11.16   Red Roof Inn Chicago Naperville                                         755,272       754,763
 11.17   Red Roof Inn Chicago Northbrook                                         755,272       754,763
 11.18   Red Roof Inn Phoenix Airport                                            746,690       746,186
 11.19   Red Roof Inn Louisville Airport                                         703,776       703,302
 11.20   Red Roof Inn Phoenix Bell Road                                          660,863       660,417
 11.21   Red Roof Inn Cleveland Independence                                     609,367       608,956
 11.22   Red Roof Inn Erie                                                       583,619       583,226
 11.23   Red Roof Inn El Paso East                                               557,872       557,495
 11.24   Red Roof Inn St Clairsville                                             532,124       531,765
 11.25   Red Roof Inn Austin Round Rock                                          514,958       514,611
 11.26   Red Roof Inn Knoxville West                                             506,376       506,034
 11.27   Red Roof Inn Binghamton                                                 497,793       497,457
 11.28   Red Roof Inn Wilkes Barre                                               489,210       488,880
 11.29   Red Roof Inn Pittsburgh Airport                                         480,628       480,304
 11.30   Red Roof Inn Chicago Hoffman Estates                                    480,628       480,304
 11.31   Red Roof Inn Enfield                                                    480,628       480,304
 11.32   Red Roof Inn West Springfield                                           472,045       471,727
 11.33   Red Roof Inn Canton                                                     463,462       463,150
 11.34   Red Roof Inn Detroit Farmington Hills                                   446,297       445,996
 11.35   Red Roof Inn Edison                                                     446,297       445,996
 11.36   Red Roof Inn Princeton North                                            403,384       403,112
 11.37   Red Roof Inn Hickory                                                    377,636       377,381
 11.38   Red Roof Inn Asheville West                                             360,471       360,228
 11.39   Red Roof Inn Richmond South                                             360,471       360,228
 11.40   Red Roof Inn Columbus West                                              334,723       334,497
 11.41   Red Roof Inn Greensboro Airport                                         334,723       334,497
 11.42   Red Roof Inn Cincinnati Northeast Blue Ash                              308,975       308,767
 11.43   Red Roof Inn Johnson City                                               308,975       308,767
 11.44   Red Roof Inn Detroit Troy                                               300,392       300,190
 11.45   Red Roof Inn Cincinnati Sharonville                                     283,227       283,036
 11.46   Red Roof Inn West Monroe                                                283,227       283,036
 11.47   Red Roof Inn Detroit Madison Heights                                    283,227       283,036
 11.48   Red Roof Inn Kansas City Overland Park                                  274,644       274,459
 11.49   Red Roof Inn Greenville                                                 257,479       257,305
 11.50   Red Roof Inn New London                                                 248,897       248,729
 11.51   Red Roof Inn Nashville South                                            231,731       231,575
 11.52   Red Roof Inn Jamestown Falconer                                         188,818       188,691
    12   Royale Retail Condominium                                       1    33,850,000    33,850,000
    13   Great Escape Lodge(34)                                          1    33,000,000    33,000,000
    14   California Department Store Portfolio(21)                       1    31,300,000    31,300,000
 14.01   Nordstrom - San Diego                                                17,884,820    17,884,820
 14.02   Macy's - Pleasanton                                                  10,169,370    10,169,370
 14.03   Macy's - Laguna Hills                                                 3,245,810     3,245,810
    15   Copper Beech Townhomes - Statesboro, GA                         2    31,000,000    31,000,000
    16   Serrano Highlands                                               2    30,000,000    30,000,000
    17   Town Center East Building 3                                     1    29,100,000    29,050,931
    18   Spanish Ranch MHP                                               2    28,000,000    28,000,000
    19   Versar Center Office Building                                   1    28,000,000    28,000,000
    20   Parkway Plaza                                                   1    27,298,000    27,298,000
    21   The Clubs at Rhodes Ranch                                       2    24,000,000    24,000,000
    22   Hotel deLuxe(34)                                                1    24,000,000    24,000,000
    23   Valley Freeway Center                                           1    22,000,000    22,000,000
    24   Chicago Bridge & Iron(33)                                       1    21,500,000    21,500,000
    25   Creekwalk Village                                               1    21,350,000    21,350,000
    26   Arlington Center                                                1    20,880,000    20,880,000
    27   Wildwood Communities MHP                                        2    20,500,000    20,500,000
    28   Mission West Millbrook                                          2    19,000,000    19,000,000
    29   Cypress Medical Center                                          1    18,152,000    18,152,000
    30   Mission Mill Creek                                              2    18,000,000    18,000,000
    31   Plantation Apartments                                           2    17,800,000    17,800,000
    32   Oklahoma Central Park                                           1    17,300,000    17,300,000
    33   Hampton Inn - Nashville                                         1    16,500,000    16,500,000
    34   Olde Lancaster Town Center                                      1    16,000,000    16,000,000
    35   Centre at Culpeper                                              1    15,765,000    15,765,000
    36   673 Brannan Street                                              2    15,500,000    15,500,000
    37   725 Concord Avenue Medical Office Building                      1    14,650,000    14,650,000
    38   6620 18th Avenue Retail(34)                                     1    14,000,000    14,000,000
    39   TN Office Portfolio - BGK                                       1    12,300,000    12,300,000
 39.01   The Terraces                                                          4,689,761     4,689,761
 39.02   Estate Office Park                                                    3,244,975     3,244,975
 39.03   Pine Ridge                                                            2,588,254     2,588,254
 39.04   Crossroad Commons                                                     1,777,010     1,777,010
    40   Merrimac Plaza                                                  1    12,250,000    12,250,000
    41   Inverness Business Center North                                 1    12,000,000    12,000,000
    42   Foothills Commerce Center Buildings C, D & E                    1    11,200,000    11,191,668
    43   Eastside Plaza 3 & 4                                            1    10,900,000    10,881,620
    44   Old National Town Center                                        1    10,849,137    10,849,137
    45   Geneva Portfolio(17)                                            1    10,800,000    10,743,776
 45.01   Greensboro                                                            7,881,583     7,840,553
 45.02   Charlotte                                                             1,189,673     1,183,480
 45.03   Ringgold                                                              1,115,318     1,109,512
 45.04   Wilmington                                                              613,425       610,232
    46   770 & 780 Garden Street                                         2     7,185,000     7,185,000
    47   509 212th Street                                                2     3,500,000     3,500,000
    48   Premier Landing                                                 1    10,450,000    10,450,000
    49   555 South Woodward                                              1    10,000,000     9,991,179
    50   Hamilton Crossing                                               1     9,920,000     9,902,925
    51   Holiday Inn Express - Buckhead, GA                              1     9,500,000     9,486,092
    52   Boulder Ridge Apartments Phase II(26)                           2     9,200,000     9,200,000
    53   West Town Apartments                                            2     9,000,000     9,000,000
    54   Residence Inn - Livermore, CA                                   1     9,000,000     8,983,972
    55   University Parkway                                              1     8,800,000     8,778,418
    56   Mammoth Professional Building                                   1     8,700,000     8,700,000
    57   Walgreens Buckhead                                              1     8,500,000     8,500,000
    58   Holiday Inn Express Hotel & Suites - Deerfield                  1     8,400,000     8,379,499
    59   Hoadly Marketplace                                              1     8,325,000     8,325,000
    60   Mountain Dream Center                                           1     8,050,000     8,050,000
    61   Eagle Electronics Office Building                               1     8,000,000     8,000,000
    62   Sable Chase at Sherwood                                         2     8,000,000     8,000,000
    63   Maple Ridge Apartments II                                       2     7,850,000     7,850,000
    64   6200 Seaforth Street                                            1     7,800,000     7,800,000
    65   Twin Lakes Shopping Center                                      1     7,440,000     7,440,000
    66   Quioccasin Center Station                                       1     6,950,000     6,950,000
    67   Fairmount Place Office                                          1     6,850,000     6,850,000
    68   Bala Apartments                                                 2     6,800,000     6,800,000
    69   12621 Featherwood                                               1     6,500,000     6,500,000
    70   CT Beverage Mart Plaza                                          1     6,500,000     6,500,000
    71   University Suites                                               2     6,500,000     6,470,048
    72   Bent Tree Plaza I, II & III                                     1     6,400,000     6,400,000
    73   Bel-Red Medical Dental Center(27)                               1     6,100,000     6,097,062
    74   Woodbridge Apartments                                           2     6,000,000     6,000,000
    75   Autumn Ridge Medical Center                                     1     5,977,000     5,977,000
    76   Gadd Crossing                                                   1     5,740,000     5,740,000
    77   Lodi City Center                                                1     5,730,000     5,730,000
    78   East Winchester                                                 1     5,550,000     5,550,000
    79   Mammoth Encinitas West                                          1     5,500,000     5,500,000
    80   Airport Atrium Center                                           1     5,400,000     5,400,000
    81   Exton Office                                                    1     5,400,000     5,400,000
    82   Walgreen's - Miami, FL                                          1     5,400,000     5,400,000
    83   Northdale Plaza                                                 1     5,400,000     5,400,000
    84   53-83 Fourth Avenue                                             1     5,350,000     5,350,000
    85   Burgard Industrial Park                                         1     5,284,000     5,271,204
    86   Wharton Mall(18)                                                1     5,240,000     5,201,519
    87   Aldo South Beach                                                1     5,178,000     5,169,831
    88   Jefferson Industrial Complex(19)                                1     5,130,000     5,126,337
    89   Broadway Lofts                                                  2     5,118,000     5,118,000
    90   Kohl's Ground Lease - Forward                                   1     5,050,000     5,030,696
    91   Candlewood Suites                                               1     5,000,000     5,000,000
    92   Capri Rialto Mobile Home Estates                                2     5,000,000     5,000,000
    93   Creative Children Learning Centers - Davie, FL(20)              1     3,163,686     3,163,686
    94   Creative Children Learning Centers - Tallahassee, FL            1     1,836,314     1,836,314
    95   San Gabriel Professional Center                                 1     5,012,000     4,995,825
    96   Snoqualmie Ridge Phase IV Lot 2                                 1     4,950,000     4,950,000
    97   Woodlands Shopping Center                                       1     4,850,000     4,850,000
    98   Sleep Inn - Lexington, KY                                       1     4,700,000     4,661,535
    99   The Metcalf Plaza / Target Center Shopping Centers              1     4,620,000     4,620,000
   100   Colony Commons I and II                                         1     4,615,000     4,615,000
   101   Broadway Apartments                                             2     4,550,000     4,550,000
   102   14144 Ventura Office Building                                   1     4,500,000     4,500,000
   103   550-552 West 21st Street(32)                                    1     4,500,000     4,500,000
   104   Candlewood Suites, Harrisonburg                                 1     4,400,000     4,392,817
   105   Whitney National Bank                                           1     4,300,000     4,300,000
   106   Walgreen's - Dallas, TX                                         1     4,280,000     4,280,000
   107   Town Center Self Storage                                        1     4,250,000     4,250,000
   108   Allen Town Center(29)                                           1     4,200,000     4,200,000
   109   Holiday Inn Express - Libertyville, IL                          1     4,200,000     4,167,441
   110   Staples - Golden, CO                                            1     4,150,000     4,150,000
   111   St Andrews Place                                                1     4,111,000     4,111,000
   112   Beacon Point Service Center                                     1     4,108,000     4,108,000
   113   Padonia Plaza                                                   1     4,000,000     4,000,000
   114   Best Western Casa Villa Suites - Harlingen, TX                  1     4,000,000     3,995,381
   115   Borders Books & Music - Bowie                                   1     3,900,000     3,887,256
   116   Willow Bend                                                     1     3,864,000     3,864,000
   117   796 Lexington Avenue                                            1     3,850,000     3,844,294
   118   Padre Commons Plaza                                             1     3,810,000     3,810,000
   119   Hampton Inn - Waycross, GA                                      1     3,600,000     3,600,000
   120   Starbucks Center South                                          1     3,600,000     3,600,000
   121   Bridgeport Apartments                                           2     3,600,000     3,600,000
   122   Burchwood                                                       2     3,600,000     3,572,706
   123   Jasper Mountain Highlands Shopping Center                       1     3,550,000     3,550,000
   124   Spokane Apartments                                              2     3,500,000     3,500,000
124.01   North Cliff Terrace                                                   1,945,167     1,945,167
124.02   Hart Terrace                                                          1,554,833     1,554,833
   125   Wood Dale Towne Center                                          1     3,500,000     3,500,000
   126   NJVC Building                                                   1     3,440,000     3,434,462
   127   Holiday Inn Express - Livingston, TX                            1     3,430,000     3,402,921
   128   126 Chestnut Street                                             1     3,300,000     3,300,000
   129   Amcal Business Center                                           1     3,280,000     3,277,733
   130   Lost Creek Village                                              1     3,200,000     3,200,000
   131   Mainstay Suites - Clute, TX                                     1     3,197,000     3,193,255
   132   Georgia Center For Total Cancer Care                            1     3,200,000     3,192,247
   133   Town Fair Shopping Center                                       1     3,150,000     3,150,000
   134   Pioneer Square(29)                                              1     3,100,000     3,085,877
   135   Mansell Plaza                                                   1     3,025,000     3,025,000
   136   Comfort Suites - Yulee, FL                                      1     3,000,000     2,996,585
   137   Stapleton Square                                                1     3,000,000     2,974,995
   138   County Inn - Mountainview, CA                                   1     2,977,000     2,967,393
   139   Bluebonnet Crossing                                             1     2,950,000     2,950,000
   140   Fletcher Square Shopping Center                                 1     2,900,000     2,900,000
   141   Shoppes of Crabapple                                            1     2,660,000     2,660,000
   142   Ridgeway Plaza                                                  1     2,525,000     2,518,927
   143   EZ Storage Headquarters                                         1     2,425,000     2,425,000
   144   Office Depot - El Dorado, AR                                    1     2,360,000     2,360,000
   145   Brambleton Medical Center                                       1     2,350,000     2,341,505
   146   Office Depot - Palestine, TX                                    1     2,327,000     2,327,000
   147   The Continental Ranch Retail Center                             1     2,250,000     2,250,000
   148   State Street Retail                                             1     2,150,000     2,150,000
   149   Westbrook Office Park                                           1     2,100,000     2,100,000
   150   Days Inn Airport South - College Park, GA(28)                   1     2,025,000     2,020,302
   151   Towne Place                                                     1     1,800,000     1,800,000
   152   Cordes Professional Building                                    1     1,735,000     1,735,000
   153   Ashford Plaza Retail Center                                     1     1,700,000     1,700,000
   154   Muskegon Retail                                                 1     1,650,000     1,648,816
   155   Grogan's Forest Retail Center                                   1     1,575,000     1,575,000
   156   Sapphire Pointe                                                 1     1,367,100     1,367,100
   157   Lofts at McIntire                                               2     1,355,000     1,355,000
   158   Sunset Medical Office Building                                  1     1,250,000     1,250,000
   159   Richmond Street Studios                                         1     1,200,000     1,197,184
   160   Stamey Plaza                                                    1     1,200,000     1,196,868
   161   Shoppes at Greystone                                            1     1,000,000     1,000,000

<CAPTION>
                                                   Interest     Maturity       Monthly
         Interest    Administrative    Mortgage    Accrual      Date            Debt                       ARD
  ID     Rate(36)     Fee Rate (2)     Rate        Basis        or ARD       Service (3)   Lockbox (6)   (Yes/No)
------   --------    --------------    --------    ----------   ----------   -----------   -----------   --------
<S>      <C>         <C>               <C>         <C>          <C>          <C>           <C>           <C>
     1     6.0152%           0.0207%     5.9945%   Actual/360   7/6/2017         813,166      Hard          No
     2     6.3830%           0.0307%     6.3523%   Actual/360   8/1/2017         849,209      Hard          No
  2.01
  2.02
  2.03
  2.04
  2.05
  2.06
  2.07
  2.08
  2.09
  2.10
  2.11
  2.12
  2.13
  2.14
  2.15
  2.16
  2.17
  2.18
  2.19
  2.20
  2.21
  2.22
  2.23
  2.24
  2.25
  2.26
  2.27
  2.28
  2.29
  2.30
  2.31
  2.32
  2.33
  2.34
  2.35
  2.36
  2.37
  2.38
     3     5.6060%           0.0207%     5.5853%   Actual/360   7/6/2017         686,800      Hard         Yes
     4     5.6155%           0.0307%     5.5848%   Actual/360   6/1/2017         360,588      Hard          No
     5     6.2553%           0.0207%     6.2346%   Actual/360   7/6/2012         369,960      Hard          No
     6     6.1400%           0.0307%     6.1093%   Actual/360   3/1/2012         300,888      Hard          No
     7     7.0000%           0.0207%     6.9793%   Actual/360   9/1/2017         312,559      None          No
     8     7.4100%           0.0307%     7.3793%   Actual/360   12/1/2017        278,958      Hard          No
     9     6.0400%           0.0207%     6.0193%   Actual/360   8/1/2017         240,850      None          No
    10     5.6950%           0.0307%     5.6643%   Actual/360   5/6/2017         203,029      None          No
    11     6.7450%           0.0207%     6.7243%   Actual/360   10/1/2017        226,893      Hard          No
 11.01
 11.02
 11.03
 11.04
 11.05
 11.06
 11.07
 11.08
 11.09
 11.10
 11.11
 11.12
 11.13
 11.14
 11.15
 11.16
 11.17
 11.18
 11.19
 11.20
 11.21
 11.22
 11.23
 11.24
 11.25
 11.26
 11.27
 11.28
 11.29
 11.30
 11.31
 11.32
 11.33
 11.34
 11.35
 11.36
 11.37
 11.38
 11.39
 11.40
 11.41
 11.42
 11.43
 11.44
 11.45
 11.46
 11.47
 11.48
 11.49
 11.50
 11.51
 11.52
    12     6.4100%           0.0207%     6.3893%   Actual/360   11/1/2017        211,955      None          No
    13     6.7200%           0.0207%     6.6993%   Actual/360   12/1/2017        213,380      None          No
    14     6.5300%           0.0207%     6.5093%   Actual/360   11/1/2017        172,690      None          No
 14.01
 14.02
 14.03
    15     5.8050%           0.0207%     5.7843%   Actual/360   10/6/2017        181,992      None          No
    16     5.7520%           0.0207%     5.7313%   Actual/360   7/6/2017         145,797      None          No
    17     6.3600%           0.0207%     6.3393%   Actual/360   9/11/2014        181,261      Hard          No
    18     6.5550%           0.0307%     6.5243%   Actual/360   9/1/2017         155,074      Soft          No
    19     6.4140%           0.0207%     6.3933%   Actual/360   8/1/2017         175,398      Soft          No
    20     5.7440%           0.0207%     5.7233%   Actual/360   7/6/2017         159,200    Springing       No
    21     5.8220%           0.0207%     5.8013%   Actual/360   6/6/2017         118,057      None          No
    22     6.3200%           0.0207%     6.2993%   Actual/360   12/1/2017        148,866      None          No
    23     6.6600%           0.0207%     6.6393%   Actual/360   10/1/2017        141,378      None          No
    24     6.6500%           0.0207%     6.6293%   Actual/360   11/11/2017       138,022      Hard          No
    25     5.0680%           0.0207%     5.0473%   Actual/360   5/6/2017          91,421      Hard          No
    26     6.2900%           0.0207%     6.2693%   Actual/360   10/1/2017        129,105      Hard          No
    27     6.4910%           0.0207%     6.4703%   Actual/360   8/1/2017         129,453      None          No
    28     6.3200%           0.0207%     6.2993%   Actual/360   9/1/2017         117,853    Springing       No
    29     5.7200%           0.0207%     5.6993%   Actual/360   6/6/2017         105,584    Springing       No
    30     5.9780%           0.0207%     5.9573%   Actual/360   4/1/2017         107,665    Springing       No
    31     6.8200%           0.0207%     6.7993%   Actual/360   9/1/2017         116,280      None          No
    32     6.0250%           0.0607%     5.9643%   Actual/360   7/6/2017         104,000    Springing       No
    33     5.8900%           0.0307%     5.8593%   Actual/360   8/1/2022         105,203      None          No
    34     5.6380%           0.0207%     5.6173%   Actual/360   6/6/2017          92,236    Springing       No
    35     6.0084%           0.0507%     5.9577%   Actual/360   7/6/2017          80,032      None          No
    36     6.9100%           0.0207%     6.8893%   Actual/360   9/1/2012         102,187      None          No
    37     5.6000%           0.0207%     5.5793%   Actual/360   3/6/2017          69,316    Springing      Yes
    38     6.3700%           0.0207%     6.3493%   Actual/360   12/1/2017         87,296      Hard          No
    39     6.0580%           0.0207%     6.0373%   Actual/360   9/6/2017          74,204    Springing       No
 39.01
 39.02
 39.03
 39.04
    40     6.1940%           0.0207%     6.1733%   Actual/360   8/6/2017          74,980      None          No
    41     6.1330%           0.0207%     6.1123%   Actual/360   3/1/2012          62,182      Soft          No
    42     6.4000%           0.0207%     6.3793%   Actual/360   10/1/2017         70,057      None          No
    43     6.3600%           0.0207%     6.3393%   Actual/360   9/11/2014         67,895      Hard          No
    44     6.5670%           0.0207%     6.5463%   Actual/360   11/11/2017        60,197      None          No
    45     6.1100%           0.0307%     6.0793%   Actual/360   7/1/2017          70,313      None          No
 45.01
 45.02
 45.03
 45.04
    46     6.5500%           0.0207%     6.5293%   Actual/360   9/1/2017          39,763      None          No
    47     6.5700%           0.0207%     6.5493%   Actual/360   11/1/2017         22,284      None          No
    48     6.5700%           0.0207%     6.5493%   Actual/360   10/11/2017        66,533      None          No
    49     5.7600%           0.0207%     5.7393%   Actual/360   10/6/2017         58,421      None          No
    50     6.2700%           0.0207%     6.2493%   Actual/360   9/11/2017         61,208      None          No
    51     6.9600%           0.0207%     6.9393%   Actual/360   9/6/2017          62,949    Springing       No
    52     5.9900%           0.0207%     5.9693%   Actual/360   9/11/2016         55,100    Springing       No
    53     5.7430%           0.0207%     5.7223%   Actual/360   6/6/2017          52,482      Soft          No
    54     6.1200%           0.0207%     6.0993%   Actual/360   9/11/2017         54,656      None          No
    55     6.3500%           0.0307%     6.3193%   Actual/360   8/1/2017          54,757      None          No
    56     6.3300%           0.0207%     6.3093%   Actual/360   11/1/2017         46,530      None          No
    57     5.5300%           0.0307%     5.4993%   Actual/360   7/1/2017          39,715      Hard          No
    58     6.3700%           0.0207%     6.3493%   Actual/360   8/1/2017          52,378      Hard          No
    59     6.2500%           0.0307%     6.2193%   Actual/360   8/6/2017          51,258      None          No
    60     6.7100%           0.0207%     6.6893%   Actual/360   9/11/2017         45,638      None          No
    61     6.3040%           0.0207%     6.2833%   Actual/360   8/6/2017          49,539    Springing       No
    62     6.3780%           0.0207%     6.3573%   Actual/360   9/6/2017          49,925    Springing       No
    63     6.5100%           0.0207%     6.4893%   Actual/360   11/1/2017         49,669      None          No
    64     6.3700%           0.0507%     6.3193%   Actual/360   8/6/2017          48,636    Springing       No
    65     6.3800%           0.0207%     6.3593%   Actual/360   8/1/2017          46,440      None          No
    66     6.5500%           0.0207%     6.5293%   Actual/360   11/11/2017        44,158      None          No
    67     6.3500%           0.0207%     6.3293%   Actual/360   9/11/2017         42,623      None          No
    68     6.3100%           0.0207%     6.2893%   Actual/360   11/1/2017         42,134      None          No
    69     6.2200%           0.0707%     6.1493%   Actual/360   12/6/2016         39,895    Springing       No
    70     6.3750%           0.0207%     6.3543%   Actual/360   9/11/2017         40,552      None          No
    71     5.9200%           0.0307%     5.8893%   Actual/360   6/1/2017          38,637      None          No
    72     6.6600%           0.0207%     6.6393%   Actual/360   9/1/2012          41,128      None          No
    73     6.2900%           0.0207%     6.2693%   Actual/360   10/11/2017        35,978      None          No
    74     5.8750%           0.0207%     5.8543%   Actual/360   7/6/2017          29,783      None          No
    75     6.1610%           0.0307%     6.1303%   Actual/360   11/1/2017         36,456      Hard         Yes
    76     5.8200%           0.0207%     5.7993%   Actual/360   7/11/2017         28,226      None          No
    77     6.6800%           0.0207%     6.6593%   Actual/360   9/6/2017          36,898      None          No
    78     6.4300%           0.0207%     6.4093%   Actual/360   8/11/2017         30,152      None          No
    79     6.3300%           0.0207%     6.3093%   Actual/360   11/1/2017         29,415      None          No
    80     5.6900%           0.0207%     5.6693%   Actual/360   8/6/2017          31,307    Springing       No
    81     6.2890%           0.0207%     6.2683%   Actual/360   8/6/2012          33,386    Springing       No
    82     6.0200%           0.0207%     5.9993%   Actual/360   8/6/2017          27,466      None          No
    83     6.3710%           0.0307%     6.3403%   Actual/360   10/1/2017         33,675      None          No
    84     5.7500%           0.0207%     5.7293%   Actual/360   4/6/2017          31,221      None          No
    85     6.4020%           0.0507%     6.3513%   Actual/360   8/6/2017          33,059    Springing       No
    86     5.9500%           0.0507%     5.8993%   Actual/360   3/6/2017          31,248    Springing       No
    87     6.6465%           0.0207%     6.6258%   Actual/360   9/6/2017          33,229      None          No
    88     6.5460%           0.0507%     6.4953%   Actual/360   10/1/2017         32,580      Soft          No
    89     6.3950%           0.0307%     6.3643%   Actual/360   9/1/2017          31,997      None          No
    90     5.6500%           0.0307%     5.6193%   Actual/360   7/1/2017          29,163      None          No
    91     6.4130%           0.0307%     6.3823%   Actual/360   8/1/2017          31,318      None          No
    92     6.7900%           0.0207%     6.7693%   Actual/360   11/1/2017         32,563      None          No
    93     5.8520%           0.0307%     5.8213%   Actual/360   9/1/2017          18,668    Springing       No
    94     5.8520%           0.0307%     5.8213%   Actual/360   9/1/2017          10,836    Springing       No
    95     6.3400%           0.0207%     6.3193%   Actual/360   7/6/2017          31,154      None          No
    96     6.4400%           0.0207%     6.4193%   Actual/360   10/11/2017        31,092      None          No
    97     6.3520%           0.0207%     6.3313%   Actual/360   8/1/2017          30,185      Hard          No
    98     5.9380%           0.0307%     5.9073%   Actual/360   5/1/2017          30,104      Hard          No
    99     6.2910%           0.0307%     6.2603%   Actual/360   9/1/2017          28,569      None          No
   100     5.7700%           0.0207%     5.7493%   Actual/360   6/11/2017         22,499      None          No
   101     6.6900%           0.0207%     6.6693%   Actual/360   11/11/2017        31,264      None          No
   102     6.3800%           0.0207%     6.3593%   Actual/360   9/11/2017         24,257      None          No
   103     6.4700%           0.0207%     6.4493%   Actual/360   11/1/2017         28,354      Hard          No
   104     6.5000%           0.0307%     6.4693%   Actual/360   9/1/2017          27,811      None          No
   105     6.5400%           0.0307%     6.5093%   Actual/360   11/1/2014         37,552      None          No
   106     6.0200%           0.0207%     5.9993%   Actual/360   8/6/2017          21,770      None          No
   107     6.3700%           0.0207%     6.3493%   Actual/360   8/11/2017         26,501      None          No
   108     6.6400%           0.0207%     6.6193%   Actual/360   9/11/2017         26,935      None          No
   109     6.2400%           0.0307%     6.2093%   Actual/360   5/1/2017          27,680      Hard          No
   110     6.0200%           0.0207%     5.9993%   Actual/360   11/11/2017        24,935      None          No
   111     5.7440%           0.0207%     5.7233%   Actual/360   7/6/2017          19,951      None          No
   112     6.4200%           0.0207%     6.3993%   Actual/360   9/11/2017         22,283      None          No
   113     6.5000%           0.0307%     6.4693%   Actual/360   8/1/2017          21,968      None          No
   114     6.5000%           0.0207%     6.4793%   Actual/360   10/11/2017        27,008      None          No
   115     6.2900%           0.0307%     6.2593%   Actual/360   7/1/2017          24,115    Springing       No
   116     6.3000%           0.0207%     6.2793%   Actual/360   8/11/2017         20,568      None          No
   117     6.9090%           0.0207%     6.8883%   Actual/360   9/6/2017          25,379      None          No
   118     6.5000%           0.0207%     6.4793%   Actual/360   11/11/2017        24,082      None          No
   119     6.7600%           0.0907%     6.6693%   Actual/360   11/11/2017        24,896      None          No
   120     5.9700%           0.0207%     5.9493%   Actual/360   11/11/2017        21,514      None          No
   121     6.3100%           0.0207%     6.2893%   Actual/360   11/1/2017         22,306      None          No
   122     5.8100%           0.0307%     5.7793%   Actual/360   3/1/2017          21,146      None          No
   123     6.7790%           0.0307%     6.7483%   Actual/360   9/1/2017          23,094      None          No
   124     6.5800%           0.0207%     6.5593%   Actual/360   10/11/2012        19,458      None          No
124.01
124.02
   125     6.1710%           0.0307%     6.1403%   Actual/360   10/1/2017         21,371      None          No
   126     6.5600%           0.0207%     6.5393%   Actual/360   9/11/2017         21,879      Hard          No
   127     6.2970%           0.0307%     6.2663%   Actual/360   7/1/2017          25,165      Hard          No
   128     6.5500%           0.0207%     6.5293%   Actual/360   9/1/2017          20,967      Soft          No
   129     6.6605%           0.0207%     6.6398%   Actual/360   10/6/2017         21,079      None          No
   130     6.6270%           0.0307%     6.5963%   Actual/360   9/1/2017          20,494      None          No
   131     6.4300%           0.0207%     6.4093%   Actual/360   10/11/2017        21,447      None          No
   132     6.4000%           0.0207%     6.3793%   Actual/360   8/11/2017         20,016      Soft          No
   133     6.5900%           0.0307%     6.5593%   Actual/360   8/1/2017          20,097      Soft          No
   134     5.9700%           0.0207%     5.9493%   Actual/360   6/11/2017         18,526      None          No
   135     6.3700%           0.0207%     6.3493%   Actual/360   9/11/2017         16,281      None          No
   136     6.5700%           0.0507%     6.5193%   Actual/360   10/11/2017        20,388      None          No
   137     6.0200%           0.0207%     5.9993%   Actual/360   10/11/2016        17,146      None          No
   138     6.3400%           0.0207%     6.3193%   Actual/360   7/6/2017          18,505    Springing       No
   139     5.9220%           0.0307%     5.8913%   Actual/360   8/1/2017          17,539      None          No
   140     6.5000%           0.1307%     6.3693%   Actual/360   10/1/2017         18,330      Hard         Yes
   141     6.7400%           0.0207%     6.7193%   Actual/360   10/11/2012        17,235      None          No
   142     6.4300%           0.0307%     6.3993%   Actual/360   8/1/2017          15,844      None          No
   143     6.4400%           0.0307%     6.4093%   Actual/360   7/1/2017          15,232      None          No
   144     6.3500%           0.0207%     6.3293%   Actual/360   9/11/2017         14,685      Hard          No
   145     5.8755%           0.0907%     5.7848%   Actual/360   7/6/2017          13,902    Springing       No
   146     6.3500%           0.0207%     6.3293%   Actual/360   9/11/2017         14,479      Hard          No
   147     6.1580%           0.0807%     6.0773%   Actual/360   9/1/2017          11,707      None          No
   148     5.8220%           0.0307%     5.7913%   Actual/360   8/1/2017          12,645      None          No
   149     6.1900%           0.0207%     6.1693%   Actual/360   8/11/2017         12,848      None          No
   150     6.9100%           0.0207%     6.8893%   Actual/360   9/11/2017         14,196      None          No
   151     6.6000%           0.0307%     6.5693%   Actual/360   11/1/2017         11,496      None          No
   152     6.4600%           0.0207%     6.4393%   Actual/360   9/11/2012         10,921    Springing       No
   153     6.5000%           0.0207%     6.4793%   Actual/360   9/11/2017         10,745      None          No
   154     6.5300%           0.0807%     6.4493%   Actual/360   10/1/2017         10,462      None          No
   155     6.5000%           0.0207%     6.4793%   Actual/360   9/11/2017          9,955      None          No
   156     6.0600%           0.0207%     6.0393%   Actual/360   7/11/2017          7,000      None          No
   157     6.5000%           0.0307%     6.4693%   Actual/360   11/1/2017          8,565      None          No
   158     5.8220%           0.0307%     5.7913%   Actual/360   9/1/2017           7,352    Springing      Yes
   159     6.5300%           0.0207%     6.5093%   Actual/360   8/11/2017          7,609      None          No
   160     6.0910%           0.0207%     6.0703%   Actual/360   8/6/2017           7,265      None          No
   161     6.8600%           0.0207%     6.8393%   Actual/360   9/11/2017          6,559      None          No

<CAPTION>
                   Crossed
                    With               Payment
  ID             Other Loans            Date
------   ---------------------------   -------
<S>      <C>                           <C>
     1               No                      6
     2               No                      1
  2.01
  2.02
  2.03
  2.04
  2.05
  2.06
  2.07
  2.08
  2.09
  2.10
  2.11
  2.12
  2.13
  2.14
  2.15
  2.16
  2.17
  2.18
  2.19
  2.20
  2.21
  2.22
  2.23
  2.24
  2.25
  2.26
  2.27
  2.28
  2.29
  2.30
  2.31
  2.32
  2.33
  2.34
  2.35
  2.36
  2.37
  2.38
     3               No                      6
     4               No                      1
     5               No                      6
     6               No                      1
     7               No                      1
     8               No                      1
     9               No                      1
    10               No                      6
    11               No                      1
 11.01
 11.02
 11.03
 11.04
 11.05
 11.06
 11.07
 11.08
 11.09
 11.10
 11.11
 11.12
 11.13
 11.14
 11.15
 11.16
 11.17
 11.18
 11.19
 11.20
 11.21
 11.22
 11.23
 11.24
 11.25
 11.26
 11.27
 11.28
 11.29
 11.30
 11.31
 11.32
 11.33
 11.34
 11.35
 11.36
 11.37
 11.38
 11.39
 11.40
 11.41
 11.42
 11.43
 11.44
 11.45
 11.46
 11.47
 11.48
 11.49
 11.50
 11.51
 11.52
    12               No                      1
    13               No                      1
    14               No                      1
 14.01
 14.02
 14.03
    15               No                      6
    16               No                      6
    17               No                     11
    18               No                      1
    19               No                      1
    20               No                      6
    21               No                      6
    22               No                      1
    23               No                      1
    24               No                     11
    25               No                      6
    26               No                      1
    27               No                      1
    28               No                      1
    29               No                      6
    30               No                      1
    31               No                      1
    32               No                      6
    33               No                      1
    34               No                      6
    35               No                      6
    36               No                      1
    37               No                      6
    38               No                      1
    39               No                      6
 39.01
 39.02
 39.03
 39.04
    40               No                      6
    41               No                      1
    42               No                      1
    43               No                     11
    44               No                     11
    45               No                      1
 45.01
 45.02
 45.03
 45.04
    46        Yes - Yashouafar               1
    47        Yes - Yashouafar               1
    48               No                     11
    49               No                      6
    50               No                     11
    51               No                      6
    52               No                     11
    53               No                      6
    54               No                     11
    55               No                      1
    56               No                      1
    57               No                      1
    58               No                      1
    59               No                      6
    60               No                     11
    61               No                      6
    62               No                      6
    63               No                      1
    64               No                      6
    65               No                      1
    66               No                     11
    67               No                     11
    68               No                      1
    69               No                      6
    70               No                     11
    71               No                      1
    72               No                      1
    73               No                     11
    74               No                      6
    75               No                      1
    76               No                     11
    77               No                      6
    78               No                     11
    79               No                      1
    80               No                      6
    81               No                      6
    82               No                      6
    83               No                      1
    84               No                      6
    85               No                      6
    86               No                      6
    87               No                      6
    88               No                      1
    89               No                      1
    90               No                      1
    91               No                      1
    92               No                      1
    93   Yes - Learning Center Cross         1
    94   Yes - Learning Center Cross         1
    95               No                      6
    96               No                     11
    97               No                      1
    98               No                      1
    99               No                      1
   100               No                     11
   101               No                     11
   102               No                     11
   103               No                      1
   104               No                      1
   105               No                      1
   106               No                      6
   107               No                     11
   108               No                     11
   109               No                      1
   110               No                     11
   111               No                      6
   112               No                     11
   113               No                      1
   114               No                     11
   115               No                      1
   116               No                     11
   117               No                      6
   118               No                     11
   119               No                     11
   120               No                     11
   121               No                      1
   122               No                      1
   123               No                      1
   124               No                     11
124.01
124.02
   125               No                      1
   126               No                     11
   127               No                      1
   128               No                      1
   129               No                      6
   130               No                      1
   131               No                     11
   132               No                     11
   133               No                      1
   134               No                     11
   135               No                     11
   136               No                     11
   137               No                     11
   138               No                      6
   139               No                      1
   140               No                      1
   141               No                     11
   142               No                      1
   143               No                      1
   144               No                     11
   145               No                      6
   146               No                     11
   147               No                      1
   148               No                      1
   149               No                     11
   150               No                     11
   151               No                      1
   152               No                     11
   153               No                     11
   154               No                      1
   155               No                     11
   156               No                     11
   157               No                      1
   158               No                      1
   159               No                     11
   160               No                      6
   161               No                     11

<CAPTION>


  ID                                   Address                                        City
------   -------------------------------------------------------------------   ------------------
<S>      <C>                                                                   <C>
     1   555 11th Street, NW                                                   Washington
     2   Various                                                               Various
  2.01   15155 Northam Street                                                  La Mirada
  2.02   120 Longs Pond Road                                                   Lexington
  2.03   7004 East Hanna Avenue                                                Tampa
  2.04   1685 West Cheyenne Avenue                                             North Las Vegas
  2.05   7801 Statesville Road                                                 Charlotte
  2.06   300 Lawrence Drive                                                    Livermore
  2.07   4550 West Buckeye Road                                                Phoenix
  2.08   8024 Telegraph Road                                                   Severn
  2.09   10211 North IH 35                                                     Oklahoma City
  2.10   7598 NW 6th Avenue                                                    Boca Raton
  2.11   11994 Livingston Road                                                 Manassas
  2.12   1500 NC Hwy 39                                                        Zebulon
  2.13   28001 Napier Road                                                     Wixom
  2.14   11955 East Peakview Avenue                                            Centennial
  2.15   12301 Cumberland Road                                                 Fishers
  2.16   1899 N US Hwy 1                                                       Ormond Beach
  2.17   222 Otrobando Avenue P.O. Box 103                                     Yantic
  2.18   9605 54th Avenue North                                                Plymouth
  2.19   W137 N9245 Highway 45                                                 Menomonee Falls
  2.20   950 South Shiloh Road & 1992 Forest Lane                              Garland
  2.21   111 Alliant Drive                                                     Houston
  2.22   40 Fort Lewis Boulevard                                               Salem
  2.23   755 Pierce Road                                                       Clifton Park
  2.24   8000 Bavaria Road                                                     Twinsburg
  2.25   10410 South 50th Place                                                Phoenix
  2.26   1 Quality Lane                                                        Streator
  2.27   2850 Selma Highway                                                    Montgomery
  2.28   5445 Spellmire Drive                                                  Cincinnati
  2.29   1350/1400 North 10th Street                                           Paducah
  2.30   1044/1045 Garden Street                                               Greensburg
  2.31   4601 32nd Avenue South                                                Grand Forks
  2.32   5353 Nathan Lane North                                                Plymouth
  2.33   125 Gardenville Parkway West                                          Cheektowaga
  2.34   6315 John J Pershing Drive                                            Omaha
  2.35   3500 Saratoga Avenue                                                  Bismarck
  2.36   333-340 North Claremont Avenue                                        Chicago
  2.37   2575 Virginia Avenue                                                  Hurricane
  2.38   345 Kino Drive                                                        Tucson
     3   185 Cambridge Street                                                  Boston
     4   85 10th Avenue                                                        New York
     5   130 Prince Street                                                     New York
     6   8750 Georgia Avenue                                                   Silver Spring
     7   1150 18th Street, NW                                                  Washington
     8   35 Sawgrass Drive                                                     Bellport
     9   2 Journal Square                                                      Jersey City
    10   400 Broad Street                                                      Seattle
    11   Various                                                               Various
 11.01   500 H Street Northwest                                                Washington
 11.02   699 Dibblee Drive                                                     Westbury
 11.03   3401 Northwest LeJeune Road                                           Miami
 11.04   10610 Automotive Drive                                                Manassas
 11.05   3621 Plymouth Road                                                    Ann Arbor
 11.06   4800 Powerline Road                                                   Fort Lauderdale
 11.07   10121 Horace Avenue                                                   Tampa
 11.08   7400 West Boston Street                                               Chandler
 11.09   415 Stanton Christiana Road                                           Newark
 11.10   1960 North Druid Hills Road NE                                        Atlanta
 11.11   7306 Parkway Drive South                                              Hanover
 11.12   11 Center Plaza                                                       Tinton Falls
 11.13   111 West Timonium Road                                                Timonium
 11.14   920 Broadway                                                          Saugus
 11.15   1750 McDonough Street                                                 Joliet
 11.16   1698 West Diehl Road                                                  Naperville
 11.17   340 Waukegan Road                                                     Deerfield
 11.18   2135 West 15th Street                                                 Tempe
 11.19   4704 Preston Highway                                                  Louisville
 11.20   17222 North Black Canyon Freeway                                      Phoenix
 11.21   6020 Quarry Lane                                                      Independence
 11.22   7865 Perry Highway                                                    Erie
 11.23   11400 Chito Samaniego Drive                                           El Paso
 11.24   68301 Red Roof Lane                                                   St Clairsville
 11.25   1990 North I-35                                                       Round Rock
 11.26   209 Advantage Place                                                   Knoxville
 11.27   590 Fairview Street                                                   Johnson City
 11.28   1035 Highway 315                                                      Wilkes Barre
 11.29   6404 Steubenville Pike                                                Pittsburgh
 11.30   2500 Hassell Road                                                     Hoffman Estates
 11.31   5 Hazard Avenue                                                       Enfield
 11.32   1254 Riverdale Street                                                 West Springfield
 11.33   5353 Inn Circle Court Northwest                                       North Canton
 11.34   24300 Sinacola Court                                                  Farmington Hills
 11.35   860 New Durham Road                                                   Edison
 11.36   208 New Road                                                          Monmouth Junction
 11.37   1184 Lenoir Rhyne Boulevard                                           Hickory
 11.38   16 Crowell Road                                                       Asheville
 11.39   4350 Commerce Road                                                    Richmond
 11.40   5001 Renner Road                                                      Columbus
 11.41   615 South Regional Road                                               Greensboro
 11.42   5900 Pfeiffer Road                                                    Blue Ash
 11.43   210 Broyles Drive                                                     Johnson City
 11.44   2350 Rochester Court                                                  Troy
 11.45   2301 East Sharon Road                                                 Sharonville
 11.46   102 Constitution Drive                                                West Monroe
 11.47   32511 Concord Drive                                                   Madison Heights
 11.48   6800 West 108th Street                                                Overland Park
 11.49   2801 Laurens Road                                                     Greenville
 11.50   707 Colman Street                                                     New London
 11.51   4271 Sidco Drive                                                      Nashville
 11.52   1980 East Main Street                                                 Falconer
    12   1066 Third Avenue                                                     New York
    13   89 Six Flags Drive                                                    Queensbury
    14   Various                                                               Various
 14.01   6997 Friars Road                                                      San Diego
 14.02   1300 Stoneridge Mall Road                                             Pleasanton
 14.03   24100 Laguna Hills Mall                                               Laguna Hills
    15   1400 Statesboro Place Circle                                          Statesboro
    16   25421 Alta Loma                                                       Lake Forest
    17   243 Israel Road SE                                                    Tumwater
    18   28400 Granada Circle                                                  Hayward
    19   6800 & 6850 Versar Center                                             Springfield
    20   520 Ed Noble Parkway                                                  Norman
    21   8975 West Warm Springs Road                                           Las Vegas
    22   729 SW 15th Avenue                                                    Portland
    23   7565, 7585, 7665 and 7685 South Commercial Way                        Henderson
    24   1501 North Division Street                                            Plainfield
    25   801 West 15th Street                                                  Plano
    26   4501 New York Avenue                                                  Arlington
    27   1 Birch Drive                                                         Sandwich
    28   6200 Riese Drive                                                      Raleigh
    29   9300 East 29th Street                                                 Wichita
    30   455 Arbor Place                                                       Antioch
    31   211 Liberty Avenue                                                    Lafayette
    32   515-520 Lincoln Boulevard                                             Oklahoma City
    33   310 Fourth Avenue South                                               Nashville
    34   15101 Lancaster Highway                                               Charlotte
    35   15131 - 15193 Montanus Drive                                          Culpeper
    36   673 Brannan Street                                                    San Francisco
    37   725 Concord Avenue                                                    Cambridge
    38   6620 18th Avenue                                                      Brooklyn
    39   Various                                                               Various
 39.01   120 Market Place Drive                                                Knoxville
 39.02   962 Estate Drive                                                      Memphis
 39.03   700 Illinois Avenue                                                   Oak Ridge
 39.04   9051 Executive Park Drive                                             Knoxville
    40   180 - 190 Haverhill Street                                            Methuen
    41   96-114 Inverness Circle East                                          Englewood
    42   1020, 1030 and 1040 Winding Creek Road                                Roseville
    43   1102 & 1300 Quince Street SE                                          Olympia
    44   6175 Old National Highway                                             Atlanta
    45   Various                                                               Various
 45.01   8015 Piedmont Triad Parkway                                           Greensboro
 45.02   1815 Starita Road                                                     Charlotte
 45.03   124 Gateway Drive                                                     Ringgold
 45.04   6725 Netherlands Drive                                                Wilmington
    46   770 & 780 Garden Street                                               Bronx
    47   509 212th Street                                                      New York
    48   253-390 Premier Boulevard                                             Roanoke Rapids
    49   555 South Old Woodward Avenue                                         Birmingham
    50   2725 Hamilton Mill Road                                               Buford
    51   505 Pharr Road                                                        Atlanta
    52   535 & 545 Boulder Drive                                               Duluth
    53   734 Mesa Hills Drive                                                  El Paso
    54   1000 Airway Boulevard                                                 Livermore
    55   2500 Daniels Bridge Road                                              Athens
    56   28494 Westinghouse Place                                              Santa Clarita
    57   3658 Roswell Road                                                     Atlanta
    58   2600 Lake Cook Road                                                   Riverwoods
    59   6306-6356 Hoadly Road                                                 Manassas
    60   11105-11165 South Eastern Avenue                                      Henderson
    61   4725-4755 Centennial Boulevard                                        Colorado Springs
    62   1860 Boulevard de Province                                            Baton Rouge
    63   344 Red Maple Drive                                                   Blacksburg
    64   6200 Seaforth Street                                                  Baltimore
    65   2120 - 2324 SW 336th Street                                           Federal Way
    66   8910-8982 Quioccasin Road                                             Richmond
    67   4001 North 3rd Street                                                 Phoenix
    68   4920 City Avenue                                                      Philadelphia
    69   12621 Featherwood Drive                                               Houston
    70   955 Washington Street                                                 Middletown
    71   23 Cat's Den Drive                                                    Cullowhee
    72   4950 Westgrove Drive, 16610 Dallas Parkway and 16660 Dallas Parkway   Dallas
    73   13033 Bellevue-Redmond Road                                           Bellevue
    74   2700 Martin Drive                                                     Bedford
    75   5000 North 26th Street                                                Lincoln
    76   5510 Highway 153                                                      Chattanooga
    77   109 North School Street                                               Lodi
    78   746 East Winchester Street                                            Murray
    79   171 Saxony Road                                                       Encinitas
    80   5007 South Howell Avenue                                              Milwaukee
    81   191 Sheree Boulevard                                                  Exton
    82   15711 SW 152 Street                                                   Miami
    83   13980, 14000 & 14040 Northdale Boulevard                              Hassan Township
    84   53-83 Fourth Avenue                                                   Needham
    85   9125 North Time Oil Road                                              Portland
    86   350 North Main Street                                                 Wharton
    87   751 Collins Avenue                                                    Miami Beach
    88   347-377 East Jefferson Boulevard                                      Los Angeles
    89   672 and 698 Broadway                                                  Macon
    90   Highland Road                                                         White Lake
    91   16530 Northcross Drive                                                Huntersville
    92   200 West San Bernardino Avenue                                        Rialto
    93   1305 SW 101st Road                                                    Davie
    94   4390 Grove Park Drive                                                 Tallahassee
    95   334, 340, 416 West Las Tunas Drive                                    San Gabriel
    96   7726 Center Boulevard SE                                              Snoqualmie
    97   13492 Research Boulevard                                              Austin
    98   1920 Plaudit Place                                                    Lexington
    99   7234-7254 & 7911 West 151st Street                                    Overland Park
   100   2211 & 2251 FM 646                                                    League City
   101   2309 West Broadway                                                    Columbia
   102   14144 Ventura Boulevard                                               Sherman Oaks
   103   550-552 West 21st Street                                              New York
   104   1560 Country Club Road                                                Harrisonburg
   105   2000 Ninety Eight Palms Boulevard                                     Destin
   106   5001 Ross Avenue                                                      Dallas
   107   7701 40th Street                                                      University Place
   108   204-206 North Greenville Avenue                                       Allen
   109   77 West Buckley Road                                                  Libertyville
   110   16631 West Colfax Avenue                                              Golden
   111   2705 Old Fort Parkway                                                 Murfreesboro
   112   7700-7740 Service Center Drive                                        West Chester
   113   22 West Padonia Road                                                  Timonium
   114   4317 South Expressway 83                                              Harlingen
   115   4420 Mitchellville Road                                               Bowie
   116   508, 510, 512, 514, 516, 518, 520 & 524 South Willow Avenue           Cookeville
   117   796 Lexington Avenue                                                  New York
   118   1502 Airline Road, Buildings A & B                                    Corpus Christi
   119   1720 Brunswick Highway 82                                             Waycross
   120   18012 West Valley Highway and 18016 71st Avenue South                 Kent
   121   330 West Third Street                                                 Bridgeport
   122   324 Burchwood Bay Road                                                Hot Springs
   123   744 Noah Drive                                                        Jasper
   124   Various                                                               Spokane
124.01   840 West Cora Avenue                                                  Spokane
124.02   3308 East 11th Avenue                                                 Spokane
   125   359-391 Irving Park Road                                              Wood Dale
   126   111 Manufacturers Drive                                               Arnold
   127   120 South Point Lane                                                  Livingston
   128   126 Chestnut Street                                                   Philadelphia
   129   30141 Agoura Road                                                     Agoura Hills
   130   1546 East Stacy Road                                                  Allen
   131   1003 West Highway 332                                                 Clute
   132   1000 Cowles Clinic Way                                                Greensboro
   133   39000-39150 State Street                                              Fremont
   134   4114 198th Street SW                                                  Lynnwood
   135   7855 North Point Parkway                                              Alpharetta
   136   76043 Sidney Place                                                    Yulee
   137   10515 & 10525 East 40th Avenue                                        Denver
   138   850 Leong Drive                                                       Mountain View
   139   9618 Jefferson Highway (SR 73) & 4245 Bluebonnet Boulevard            Baton Rouge
   140   304 10th Street                                                       Dunbar
   141   12330 Crabapple Road                                                  Roswell
   142   1580 Old Trolley Road                                                 Summerville
   143   8221 Snowden River Parkway                                            Columbia
   144   1601 North West Avenue                                                El Dorado
   145   250 West Brambleton Avenue                                            Norfolk
   146   2117 South Loop 256                                                   Palestine
   147   8150 North Cortaro Road                                               Marana
   148   2955 State Street                                                     Salem
   149   8631 West Union Hills Drive                                           Peoria
   150   1540 Phoenix Boulevard                                                College Park
   151   155 Towne Lake Parkway                                                Woodstock
   152   2655 Cordes Drive                                                     Sugar Land
   153   12545 Briar Forest Drive                                              Houston
   154   1720 East Sternberg Road                                              Fruitport Township
   155   25114 Grogan's Mill Road                                              Spring
   156   1911 Southeast Washington Street                                      Idabel
   157   510 McIntire Road                                                     Charlottesville
   158   601 Gadsden Highway                                                   Birmingham
   159   117 Richmond Drive Southeast                                          Albuquerque
   160   2702-2706 North Prospect Avenue                                       Champaign
   161   5403 US Highway 280                                                   Hoover

<CAPTION>
                                        Net              Units
                                   Rentable Area          of
  ID      State    Zip Code   SF/rooms/units/pads(13)   Measure
------   -------   --------   -----------------------   -------
<S>      <C>       <C>        <C>                       <C>
     1     DC         20004                   405,978   Sq. Ft.
     2   Various    Various                 9,042,097   Sq. Ft.
  2.01     CA         90638                   436,739   Sq. Ft.
  2.02     SC         29072                   504,627   Sq. Ft.
  2.03     FL         33610                   336,634   Sq. Ft.
  2.04     NV         89032                   307,790   Sq. Ft.
  2.05     NC         28269                   427,894   Sq. Ft.
  2.06     CA         94551                   330,250   Sq. Ft.
  2.07     AZ         85043                   313,900   Sq. Ft.
  2.08     MD         21144                   346,271   Sq. Ft.
  2.09     OK         73131                   321,769   Sq. Ft.
  2.10     FL         33487                   172,200   Sq. Ft.
  2.11     VA         20109                   287,080   Sq. Ft.
  2.12     NC         27597                   394,065   Sq. Ft.
  2.13     MI         48393                   286,800   Sq. Ft.
  2.14     CO         80111                   381,032   Sq. Ft.
  2.15     IN         46038                   229,062   Sq. Ft.
  2.16     FL         32174                   202,143   Sq. Ft.
  2.17     CT         06389                   240,609   Sq. Ft.
  2.18     MN         55442                   219,530   Sq. Ft.
  2.19     WI         53051                   172,826   Sq. Ft.
  2.20     TX         75042                   357,370   Sq. Ft.
  2.21     TX         77032                   167,939   Sq. Ft.
  2.22     VA         24153                   356,178   Sq. Ft.
  2.23     NY         12065                   150,000   Sq. Ft.
  2.24     OH         44087                   167,575   Sq. Ft.
  2.25     AZ         85044                    62,388   Sq. Ft.
  2.26     IL         61364                   155,100   Sq. Ft.
  2.27     AL         36108                   304,112   Sq. Ft.
  2.28     OH         45246                   203,958   Sq. Ft.
  2.29     KY         42001                   155,994   Sq. Ft.
  2.30     PA         15601                   323,900   Sq. Ft.
  2.31     ND         58201                   119,220   Sq. Ft.
  2.32     MN         55442                    79,855   Sq. Ft.
  2.33     NY         14224                   150,104   Sq. Ft.
  2.34     NE         68110                   107,000   Sq. Ft.
  2.35     ND         58503                    65,800   Sq. Ft.
  2.36     IL         60612                    47,700   Sq. Ft.
  2.37     WV         25526                   137,337   Sq. Ft.
  2.38     AZ         85719                    19,346   Sq. Ft.
     3     MA         02114                   354,594   Sq. Ft.
     4     NY         10011                   601,548   Sq. Ft.
     5     NY         10012                    77,378   Sq. Ft.
     6     MD         20910                       890    Units
     7     DC         20036                   166,518   Sq. Ft.
     8     NY         11713                   571,408   Sq. Ft.
     9     NJ         07306                   276,164   Sq. Ft.
    10     WA         98109                    35,837   Sq. Ft.
    11   Various    Various                     6,030    Rooms
 11.01     DC         20001                       196    Rooms
 11.02     NY         11590                       163    Rooms
 11.03     FL         33134                       200    Rooms
 11.04     VA         20109                       119    Rooms
 11.05     MI         48105                       108    Rooms
 11.06     FL         33309                       104    Rooms
 11.07     FL         33619                       120    Rooms
 11.08     AZ         85226                       131    Rooms
 11.09     DE         19713                       119    Rooms
 11.10     GA         30329                       115    Rooms
 11.11     MD         21076                       108    Rooms
 11.12     NJ         07724                       119    Rooms
 11.13     MD         21093                       137    Rooms
 11.14     MA         01906                       117    Rooms
 11.15     IL         60436                       108    Rooms
 11.16     IL         60563                       119    Rooms
 11.17     IL         60015                       117    Rooms
 11.18     AZ         85281                       125    Rooms
 11.19     KY         40213                       109    Rooms
 11.20     AZ         85053                       125    Rooms
 11.21     OH         44131                       108    Rooms
 11.22     PA         16509                       110    Rooms
 11.23     TX         79936                       122    Rooms
 11.24     OH         43950                       108    Rooms
 11.25     TX         78681                       107    Rooms
 11.26     TN         37922                       114    Rooms
 11.27     NY         13790                       107    Rooms
 11.28     PA         18702                       115    Rooms
 11.29     PA         15205                       120    Rooms
 11.30     IL         60169                       119    Rooms
 11.31     CT         06082                       108    Rooms
 11.32     MA         01089                       111    Rooms
 11.33     OH         44720                       108    Rooms
 11.34     MI         48335                       108    Rooms
 11.35     NJ         08817                       133    Rooms
 11.36     NJ         08852                       119    Rooms
 11.37     NC         28602                       108    Rooms
 11.38     NC         28806                       109    Rooms
 11.39     VA         23234                       114    Rooms
 11.40     OH         43228                        79    Rooms
 11.41     NC         27409                       112    Rooms
 11.42     OH         45242                       108    Rooms
 11.43     TN         37601                       115    Rooms
 11.44     MI         48083                       109    Rooms
 11.45     OH         45241                       108    Rooms
 11.46     LA         71292                        97    Rooms
 11.47     MI         48071                       108    Rooms
 11.48     KS         66211                       106    Rooms
 11.49     SC         29607                       108    Rooms
 11.50     CT         06320                       108    Rooms
 11.51     TN         37204                        85    Rooms
 11.52     NY         14733                        80    Rooms
    12     NY         10065                    40,500   Sq. Ft.
    13     NY         12804                       200    Rooms
    14     CA       Various                   560,919   Sq. Ft.
 14.01     CA         92108                   225,919   Sq. Ft.
 14.02     CA         94588                   175,000   Sq. Ft.
 14.03     CA         92653                   160,000   Sq. Ft.
    15     GA         30458                       246    Units
    16     CA         92630                       240    Units
    17     WA         98501                   147,559   Sq. Ft.
    18     CA         94544                       462    Pads
    19     VA         22151                   217,396   Sq. Ft.
    20     OK         73072                   262,624   Sq. Ft.
    21     NV         89148                       270    Units
    22     OR         97205                       130    Rooms
    23     NV         89011                   228,123   Sq. Ft.
    24     IL         60544                   176,025   Sq. Ft.
    25     TX         75075                   174,484   Sq. Ft.
    26     TX         76018                   171,540   Sq. Ft.
    27     IL         60548                       478    Pads
    28     NC         27613                       368    Units
    29     KS         67226                    76,458   Sq. Ft.
    30     TN         37013                       336    Units
    31     LA         70508                       222    Units
    32     OK         73105                   241,366   Sq. Ft.
    33     TN         37201                       154    Rooms
    34     NC         28277                    78,136   Sq. Ft.
    35     VA         22701                    72,995   Sq. Ft.
    36     CA         94107                        60    Units
    37     MA         02138                    85,226   Sq. Ft.
    38     NY         11204                    12,872   Sq. Ft.
    39     TN       Various                   203,669   Sq. Ft.
 39.01     TN         37922                    69,633   Sq. Ft.
 39.02     TN         38119                    41,733   Sq. Ft.
 39.03     TN         37830                    60,000   Sq. Ft.
 39.04     TN         37923                    32,303   Sq. Ft.
    40     MA         01844                   116,964   Sq. Ft.
    41     CO         80112                   155,227   Sq. Ft.
    42     CA         95678                   108,729   Sq. Ft.
    43     WA         98501                    70,859   Sq. Ft.
    44     GA         30349                    98,993   Sq. Ft.
    45   Various    Various                   142,636   Sq. Ft.
 45.01     NC         27409                    84,745   Sq. Ft.
 45.02     NC         28206                    22,487   Sq. Ft.
 45.03     GA         30736                    23,308   Sq. Ft.
 45.04     NC         28405                    12,096   Sq. Ft.
    46     NY         10460                       111    Units
    47     NY         10034                        51    Units
    48     NC         27870                   126,447   Sq. Ft.
    49     MI         48009                    84,836   Sq. Ft.
    50     GA         30519                    48,470   Sq. Ft.
    51     GA         30305                        87    Rooms
    52     MN         55811                        94    Units
    53     TX         79912                       192    Units
    54     CA         94551                        96    Rooms
    55     GA         30606                    64,933   Sq. Ft.
    56     CA         91355                    60,335   Sq. Ft.
    57     GA         30342                    15,717   Sq. Ft.
    58     IL         60015                       115    Rooms
    59     VA         20112                    47,904   Sq. Ft.
    60     NV         89052                    41,038   Sq. Ft.
    61     CO         80919                    79,867   Sq. Ft.
    62     LA         70816                       208    Units
    63     VA         24060                        97    Units
    64     MD         21224                    58,541   Sq. Ft.
    65     WA         98023                    31,990   Sq. Ft.
    66     VA         23229                    76,653   Sq. Ft.
    67     AZ         85012                    77,169   Sq. Ft.
    68     PA         19131                       145    Units
    69     TX         77034                    86,261   Sq. Ft.
    70     CT         06457                    44,000   Sq. Ft.
    71     NC         28723                        72    Units
    72     TX         75248                    80,606   Sq. Ft.
    73     WA         98005                    25,898   Sq. Ft.
    74     TX         76021                       272    Units
    75     NE         68521                    36,424   Sq. Ft.
    76     TN         37343                    74,347   Sq. Ft.
    77     CA         95240                    49,571   Sq. Ft.
    78     UT         84107                    45,289   Sq. Ft.
    79     CA         92024                    30,694   Sq. Ft.
    80     WI         53207                    59,791   Sq. Ft.
    81     PA         19341                    40,579   Sq. Ft.
    82     FL         33187                    14,820   Sq. Ft.
    83     MN         55374                    35,774   Sq. Ft.
    84     MA         02494                    53,775   Sq. Ft.
    85     OR         97203                   100,000   Sq. Ft.
    86     NJ         07885                    45,207   Sq. Ft.
    87     FL         33139                     4,240   Sq. Ft.
    88     CA         90011                    64,500   Sq. Ft.
    89     GA         31201                        89    Units
    90     MI         48383                    88,800   Sq. Ft.
    91     NC         28079                        75    Rooms
    92     CA         92376                       137    Pads
    93     FL         33324                    16,554   Sq. Ft.
    94     FL         32311                     9,600   Sq. Ft.
    95     CA         91776                    29,068   Sq. Ft.
    96     WA         98065                    17,527   Sq. Ft.
    97     TX         78750                    32,095   Sq. Ft.
    98     KY         40509                       108    Rooms
    99     KS         66223                    19,895   Sq. Ft.
   100     TX         77573                    29,980   Sq. Ft.
   101     MO         65203                       136    Units
   102     CA         91423                    48,172   Sq. Ft.
   103     NY         10011                     6,425   Sq. Ft.
   104     VA         22802                        83    Rooms
   105     FL         32541                    30,307   Sq. Ft.
   106     TX         75206                    13,650   Sq. Ft.
   107     WA         98466                    62,997   Sq. Ft.
   108     TX         75002                    41,987   Sq. Ft.
   109     IL         60048                        73    Rooms
   110     CO         80401                    20,390   Sq. Ft.
   111     TN         37128                    25,200   Sq. Ft.
   112     OH         45069                   102,575   Sq. Ft.
   113     MD         21093                    54,242   Sq. Ft.
   114     TX         78550                        67    Rooms
   115     MD         20716                    25,125   Sq. Ft.
   116     TN         38501                    54,567   Sq. Ft.
   117     NY         10065                     5,109   Sq. Ft.
   118     TX         78412                    19,875   Sq. Ft.
   119     GA         31501                        70    Rooms
   120     WA         98032                    12,697   Sq. Ft.
   121     PA         19405                       138    Units
   122     AR         71913                        72    Units
   123     GA         30143                    27,122   Sq. Ft.
   124     WA       Various                       159    Units
124.01     WA         99205                        87    Units
124.02     WA         99202                        72    Units
   125     IL         60191                    18,387   Sq. Ft.
   126     MO         63010                    62,500   Sq. Ft.
   127     TX         77351                        60    Rooms
   128     PA         19106                    14,905   Sq. Ft.
   129     CA         91301                    26,297   Sq. Ft.
   130     TX         75002                    17,801   Sq. Ft.
   131     TX         77531                        52    Rooms
   132     GA         30642                    11,121   Sq. Ft.
   133     CA         94538                    22,007   Sq. Ft.
   134     WA         98036                    25,197   Sq. Ft.
   135     GA         30022                    18,575   Sq. Ft.
   136     FL         32097                        59    Rooms
   137     CO         80239                    64,594   Sq. Ft.
   138     CA         94043                        53    Rooms
   139     LA         70809                    14,430   Sq. Ft.
   140     WV         25064                    51,263   Sq. Ft.
   141     GA         30075                     8,362   Sq. Ft.
   142     SC         29485                    19,700   Sq. Ft.
   143     MD         21045                    12,650   Sq. Ft.
   144     AR         71730                    25,047   Sq. Ft.
   145     VA         23510                    17,329   Sq. Ft.
   146     TX         75801                    25,019   Sq. Ft.
   147     AZ         85743                     7,490   Sq. Ft.
   148     OH         44460                    16,002   Sq. Ft.
   149     AZ         85382                    10,028   Sq. Ft.
   150     GA         30349                        49    Rooms
   151     GA         30188                    28,000   Sq. Ft.
   152     TX         77479                     8,987   Sq. Ft.
   153     TX         77077                     9,600   Sq. Ft.
   154     MI         49444                    12,000   Sq. Ft.
   155     TX         77380                     7,098   Sq. Ft.
   156     OK         74745                    19,515   Sq. Ft.
   157     VA         22902                        20    Units
   158     AL         35235                     8,442   Sq. Ft.
   159     NM         87106                     8,042   Sq. Ft.
   160     IL         61822                     4,850   Sq. Ft.
   161     AL         35242                     9,750   Sq. Ft.

<CAPTION>


  ID                                              Letter of Credit
------   --------------------------------------------------------------------------------------------------
<S>      <C>
     1   No
     2   No
  2.01
  2.02
  2.03
  2.04
  2.05
  2.06
  2.07
  2.08
  2.09
  2.10
  2.11
  2.12
  2.13
  2.14
  2.15
  2.16
  2.17
  2.18
  2.19
  2.20
  2.21
  2.22
  2.23
  2.24
  2.25
  2.26
  2.27
  2.28
  2.29
  2.30
  2.31
  2.32
  2.33
  2.34
  2.35
  2.36
  2.37
  2.38
     3   No
     4   No
     5   No
     6   No
     7   No
     8   No
     9   No
    10   No
    11   No
 11.01
 11.02
 11.03
 11.04
 11.05
 11.06
 11.07
 11.08
 11.09
 11.10
 11.11
 11.12
 11.13
 11.14
 11.15
 11.16
 11.17
 11.18
 11.19
 11.20
 11.21
 11.22
 11.23
 11.24
 11.25
 11.26
 11.27
 11.28
 11.29
 11.30
 11.31
 11.32
 11.33
 11.34
 11.35
 11.36
 11.37
 11.38
 11.39
 11.40
 11.41
 11.42
 11.43
 11.44
 11.45
 11.46
 11.47
 11.48
 11.49
 11.50
 11.51
 11.52
    12   No
    13   Yes (1,000,000)
    14   No
 14.01
 14.02
 14.03
    15   No
    16   No
    17   Yes (1,123,415)
    18   Springing (2,000,000)
    19   No
    20   No
    21   No
    22   No
    23   No
    24   No
    25   No
    26   Yes (2,344,447.10)
    27   No
    28   No
    29   No
    30   No
    31   Yes (1,000,000)
    32   No
    33   No
    34   No
    35   No
    36   No
    37   No
    38   No
    39   Yes (300,000)
 39.01
 39.02
 39.03
 39.04
    40   No
    41   No
    42   Yes (379,550)
    43   Yes (326,314)
    44   No
    45   No
 45.01
 45.02
 45.03
 45.04
    46   No
    47   No
    48   No
    49   No
    50   No
    51   No
    52   No
    53   No
    54   Yes (1,150,000)
    55   No
    56   No
    57   No
    58   No
    59   Yes (200,000)
    60   No
    61   No
    62   No
    63   No
    64   No
    65   No
    66   No
    67   Yes (100,000)
    68   No
    69   No
    70   No
    71   No
    72   No
    73   No
    74   No
    75   No
    76   No
    77   No
    78   No
    79   No
    80   No
    81   No
    82   No
    83   No
    84   No
    85   No
    86   No
    87   No
    88   No
    89   No
    90   No
    91   No
    92   No
    93   No
    94   No
    95   No
    96   No
    97   No
    98   No
    99   No
   100   No
   101   No
   102   No
   103   No
   104   No
   105   No
   106   No
   107   No
   108   No
   109   No
   110   No
   111   No
   112   No
   113   No
   114   No
   115   No
   116   No
   117   No
   118   No
   119   No
   120   No
   121   No
   122   No
   123   No
   124   No
124.01
124.02
   125   No
   126   No
   127   No
   128   No
   129   No
   130   No
   131   Yes (19,000)
   132   No
   133   No
   134   No
   135   No
   136   No
   137   No
   138   No
   139   No
   140   Springing; 25,000 and 250,000 in lieu of monthly replacement reserves, TILC reserves, respectively
   141   No
   142   Yes
   143   No
   144   No
   145   No
   146   No
   147   No
   148   No
   149   No
   150   No
   151   No
   152   No
   153   No
   154   No
   155   No
   156   No
   157   No
   158   No
   159   No
   160   No
   161   No
</TABLE>


<PAGE>

                                   EXHIBIT B-2

                           SERVICING FEE RATE SCHEDULE

CD 2007-CD5

Servicing Fee Rate Schedule

<TABLE>
<CAPTION>
  ID     Property Name                                          SubServicing Fee Rate
------   ----------------------------------------------------   ---------------------
<S>      <C>                                                    <C>
     1   Lincoln Square                                                      0.000000%
     2   USFS Industrial Distribution Portfolio(15)(31)(35)                  0.000000%
  2.01   15155 Northam Street(30)                                            0.000000%
  2.02   120 Longs Pond Road                                                 0.000000%
  2.03   7004 East Hanna Avenue                                              0.000000%
  2.04   1685 West Cheyenne Avenue                                           0.000000%
  2.05   7801 Statesville Road                                               0.000000%
  2.06   300 Lawrence Drive                                                  0.000000%
  2.07   4550 West Buckeye Road                                              0.000000%
  2.08   8024 Telegraph Road                                                 0.000000%
  2.09   10211 North IH 35                                                   0.000000%
  2.10   7598 NW 6th Avenue                                                  0.000000%
  2.11   11994 Livingston Road                                               0.000000%
  2.12   1500 NC Hwy 39                                                      0.000000%
  2.13   28001 Napier Road                                                   0.000000%
  2.14   11955 East Peakview Avenue                                          0.000000%
  2.15   12301 Cumberland Road                                               0.000000%
  2.16   1899 N US Hwy 1                                                     0.000000%
  2.17   222 Otrobando Avenue P.O. Box 103(30)                               0.000000%
  2.18   9605 54th Avenue North                                              0.000000%
  2.19   W137 N9245 Highway 45                                               0.000000%
  2.20   950 South Shiloh Road & 1992 Forest Lane                            0.000000%
  2.21   111 Alliant Drive                                                   0.000000%
  2.22   40 Fort Lewis Boulevard                                             0.000000%
  2.23   755 Pierce Road                                                     0.000000%
  2.24   8000 Bavaria Road                                                   0.000000%
  2.25   10410 South 50th Place                                              0.000000%
  2.26   1 Quality Lane                                                      0.000000%
  2.27   2850 Selma Highway                                                  0.000000%
  2.28   5445 Spellmire Drive                                                0.000000%
  2.29   1350/1400 North 10th Street                                         0.000000%
  2.30   1044/1045 Garden Street                                             0.000000%
  2.31   4601 32nd Avenue South                                              0.000000%
  2.32   5353 Nathan Lane North                                              0.000000%
  2.33   125 Gardenville Parkway West                                        0.000000%
  2.34   6315 John J Pershing Drive                                          0.000000%
  2.35   3500 Saratoga Avenue(30)                                            0.000000%
  2.36   333-340 North Claremont Avenue                                      0.000000%
  2.37   2575 Virginia Avenue                                                0.000000%
  2.38   345 Kino Drive                                                      0.000000%
     3   Charles River Plaza North                                           0.000000%
     4   85 Tenth Avenue                                                     0.000000%
     5   130 Prince Street                                                   0.000000%
     6   Georgian Towers                                                     0.000000%
     7   1150 18th Street, NW                                                0.000000%
     8   Quality King(16)(34)                                                0.020000%
     9   2 Journal Square                                                    0.000000%
    10   Seattle Space Needle                                                0.020000%
    11   CGM RRI Hotel Portfolio                                             0.000000%
 11.01   Red Roof Inn Washington Downtown                                    0.000000%
 11.02   Red Roof Inn Long Island                                            0.000000%
 11.03   Red Roof Inn Miami Airport                                          0.000000%
 11.04   Red Roof Inn Greater Washington Manassas                            0.000000%
 11.05   Red Roof Inn Ann Arbor University North                             0.000000%
 11.06   Red Roof Inn Fort Lauderdale                                        0.000000%
 11.07   Red Roof Inn Tampa Brandon                                          0.000000%
 11.08   Red Roof Inn Phoenix Chandler                                       0.000000%
 11.09   Red Roof Inn Wilmington                                             0.000000%
 11.10   Red Roof Inn Atlanta Druid Hills                                    0.000000%
 11.11   Red Roof Inn BW Parkway                                             0.000000%
 11.12   Red Roof Inn Tinton Falls                                           0.000000%
 11.13   Red Roof Inn Baltimore North Timonium                               0.000000%
 11.14   Red Roof Inn Boston Northeast Saugus                                0.000000%
 11.15   Red Roof Inn Joliet                                                 0.000000%
 11.16   Red Roof Inn Chicago Naperville                                     0.000000%
 11.17   Red Roof Inn Chicago Northbrook                                     0.000000%
 11.18   Red Roof Inn Phoenix Airport                                        0.000000%
 11.19   Red Roof Inn Louisville Airport                                     0.000000%
 11.20   Red Roof Inn Phoenix Bell Road                                      0.000000%
 11.21   Red Roof Inn Cleveland Independence                                 0.000000%
 11.22   Red Roof Inn Erie                                                   0.000000%
 11.23   Red Roof Inn El Paso East                                           0.000000%
 11.24   Red Roof Inn St Clairsville                                         0.000000%
 11.25   Red Roof Inn Austin Round Rock                                      0.000000%
 11.26   Red Roof Inn Knoxville West                                         0.000000%
 11.27   Red Roof Inn Binghamton                                             0.000000%
 11.28   Red Roof Inn Wilkes Barre                                           0.000000%
 11.29   Red Roof Inn Pittsburgh Airport                                     0.000000%
 11.30   Red Roof Inn Chicago Hoffman Estates                                0.000000%
 11.31   Red Roof Inn Enfield                                                0.000000%
 11.32   Red Roof Inn West Springfield                                       0.000000%
 11.33   Red Roof Inn Canton                                                 0.000000%
 11.34   Red Roof Inn Detroit Farmington Hills                               0.000000%
 11.35   Red Roof Inn Edison                                                 0.000000%
 11.36   Red Roof Inn Princeton North                                        0.000000%
 11.37   Red Roof Inn Hickory                                                0.000000%
 11.38   Red Roof Inn Asheville West                                         0.000000%
 11.39   Red Roof Inn Richmond South                                         0.000000%
 11.40   Red Roof Inn Columbus West                                          0.000000%
 11.41   Red Roof Inn Greensboro Airport                                     0.000000%
 11.42   Red Roof Inn Cincinnati Northeast Blue Ash                          0.000000%
 11.43   Red Roof Inn Johnson City                                           0.000000%
 11.44   Red Roof Inn Detroit Troy                                           0.000000%
 11.45   Red Roof Inn Cincinnati Sharonville                                 0.000000%
 11.46   Red Roof Inn West Monroe                                            0.000000%
 11.47   Red Roof Inn Detroit Madison Heights                                0.000000%
 11.48   Red Roof Inn Kansas City Overland Park                              0.000000%
 11.49   Red Roof Inn Greenville                                             0.000000%
 11.50   Red Roof Inn New London                                             0.000000%
 11.51   Red Roof Inn Nashville South                                        0.000000%
 11.52   Red Roof Inn Jamestown Falconer                                     0.000000%
    12   Royale Retail Condominium                                           0.000000%
    13   Great Escape Lodge(34)                                              0.000000%
    14   California Department Store Portfolio(21)                           0.000000%
 14.01   Nordstrom - San Diego                                               0.000000%
 14.02   Macy's - Pleasanton                                                 0.000000%
 14.03   Macy's - Laguna Hills                                               0.000000%
    15   Copper Beech Townhomes - Statesboro, GA                             0.000000%
    16   Serrano Highlands                                                   0.000000%
    17   Town Center East Building 3                                         0.000000%
    18   Spanish Ranch MHP                                                   0.010000%
    19   Versar Center Office Building                                       0.000000%
    20   Parkway Plaza                                                       0.000000%
    21   The Clubs at Rhodes Ranch                                           0.000000%
    22   Hotel deLuxe(34)                                                    0.000000%
    23   Valley Freeway Center                                               0.000000%
    24   Chicago Bridge & Iron(33)                                           0.000000%
    25   Creekwalk Village                                                   0.000000%
    26   Arlington Center                                                    0.000000%
    27   Wildwood Communities MHP                                            0.000000%
    28   Mission West Millbrook                                              0.000000%
    29   Cypress Medical Center                                              0.000000%
    30   Mission Mill Creek                                                  0.000000%
    31   Plantation Apartments                                               0.000000%
    32   Oklahoma Central Park                                               0.040000%
    33   Hampton Inn - Nashville                                             0.020000%
    34   Olde Lancaster Town Center                                          0.000000%
    35   Centre at Culpeper                                                  0.040000%
    36   673 Brannan Street                                                  0.000000%
    37   725 Concord Avenue Medical Office Building                          0.000000%
    38   6620 18th Avenue Retail(34)                                         0.000000%
    39   TN Office Portfolio - BGK                                           0.000000%
 39.01   The Terraces                                                        0.000000%
 39.02   Estate Office Park                                                  0.000000%
 39.03   Pine Ridge                                                          0.000000%
 39.04   Crossroad Commons                                                   0.000000%
    40   Merrimac Plaza                                                      0.000000%
    41   Inverness Business Center North                                     0.000000%
    42   Foothills Commerce Center Buildings C, D & E                        0.000000%
    43   Eastside Plaza 3 & 4                                                0.000000%
    44   Old National Town Center                                            0.000000%
    45   Geneva Portfolio(17)                                                0.020000%
 45.01   Greensboro                                                          0.020000%
 45.02   Charlotte                                                           0.020000%
 45.03   Ringgold                                                            0.020000%
 45.04   Wilmington                                                          0.020000%
    46   770 & 780 Garden Street                                             0.000000%
    47   509 212th Street                                                    0.000000%
    48   Premier Landing                                                     0.000000%
    49   555 South Woodward                                                  0.000000%
    50   Hamilton Crossing                                                   0.000000%
    51   Holiday Inn Express - Buckhead, GA                                  0.000000%
    52   Boulder Ridge Apartments Phase II(26)                               0.000000%
    53   West Town Apartments                                                0.000000%
    54   Residence Inn - Livermore, CA                                       0.000000%
    55   University Parkway                                                  0.020000%
    56   Mammoth Professional Building                                       0.000000%
    57   Walgreens Buckhead                                                  0.020000%
    58   Holiday Inn Express Hotel & Suites - Deerfield                      0.000000%
    59   Hoadly Marketplace                                                  0.020000%
    60   Mountain Dream Center                                               0.000000%
    61   Eagle Electronics Office Building                                   0.000000%
    62   Sable Chase at Sherwood                                             0.000000%
    63   Maple Ridge Apartments II                                           0.000000%
    64   6200 Seaforth Street                                                0.040000%
    65   Twin Lakes Shopping Center                                          0.000000%
    66   Quioccasin Center Station                                           0.000000%
    67   Fairmount Place Office                                              0.000000%
    68   Bala Apartments                                                     0.000000%
    69   12621 Featherwood                                                   0.050000%
    70   CT Beverage Mart Plaza                                              0.000000%
    71   University Suites                                                   0.020000%
    72   Bent Tree Plaza I, II & III                                         0.000000%
    73   Bel-Red Medical Dental Center(27)                                   0.000000%
    74   Woodbridge Apartments                                               0.000000%
    75   Autumn Ridge Medical Center                                         0.020000%
    76   Gadd Crossing                                                       0.000000%
    77   Lodi City Center                                                    0.000000%
    78   East Winchester                                                     0.000000%
    79   Mammoth Encinitas West                                              0.000000%
    80   Airport Atrium Center                                               0.000000%
    81   Exton Office                                                        0.000000%
    82   Walgreen's - Miami, FL                                              0.000000%
    83   Northdale Plaza                                                     0.020000%
    84   53-83 Fourth Avenue                                                 0.000000%
    85   Burgard Industrial Park                                             0.040000%
    86   Wharton Mall(18)                                                    0.040000%
    87   Aldo South Beach                                                    0.000000%
    88   Jefferson Industrial Complex(19)                                    0.040000%
    89   Broadway Lofts                                                      0.020000%
    90   Kohl's Ground Lease - Forward                                       0.020000%
    91   Candlewood Suites                                                   0.020000%
    92   Capri Rialto Mobile Home Estates                                    0.000000%
    93   Creative Children Learning Centers - Davie, FL(20)                  0.020000%
    94   Creative Children Learning Centers - Tallahassee, FL                0.020000%
    95   San Gabriel Professional Center                                     0.000000%
    96   Snoqualmie Ridge Phase IV Lot 2                                     0.000000%
    97   Woodlands Shopping Center                                           0.000000%
    98   Sleep Inn - Lexington, KY                                           0.020000%
    99   The Metcalf Plaza / Target Center Shopping Centers                  0.020000%
   100   Colony Commons I and II                                             0.000000%
   101   Broadway Apartments                                                 0.000000%
   102   14144 Ventura Office Building                                       0.000000%
   103   550-552 West 21st Street(32)                                        0.000000%
   104   Candlewood Suites, Harrisonburg                                     0.020000%
   105   Whitney National Bank                                               0.020000%
   106   Walgreen's - Dallas, TX                                             0.000000%
   107   Town Center Self Storage                                            0.000000%
   108   Allen Town Center(29)                                               0.000000%
   109   Holiday Inn Express - Libertyville, IL                              0.020000%
   110   Staples - Golden, CO                                                0.000000%
   111   St Andrews Place                                                    0.000000%
   112   Beacon Point Service Center                                         0.000000%
   113   Padonia Plaza                                                       0.020000%
   114   Best Western Casa Villa Suites - Harlingen, TX                      0.000000%
   115   Borders Books & Music - Bowie                                       0.020000%
   116   Willow Bend                                                         0.000000%
   117   796 Lexington Avenue                                                0.000000%
   118   Padre Commons Plaza                                                 0.000000%
   119   Hampton Inn - Waycross, GA                                          0.080000%
   120   Starbucks Center South                                              0.000000%
   121   Bridgeport Apartments                                               0.000000%
   122   Burchwood                                                           0.020000%
   123   Jasper Mountain Highlands Shopping Center                           0.020000%
   124   Spokane Apartments                                                  0.000000%
124.01   North Cliff Terrace                                                 0.000000%
124.02   Hart Terrace                                                        0.000000%
   125   Wood Dale Towne Center                                              0.020000%
   126   NJVC Building                                                       0.000000%
   127   Holiday Inn Express - Livingston, TX                                0.020000%
   128   126 Chestnut Street                                                 0.000000%
   129   Amcal Business Center                                               0.000000%
   130   Lost Creek Village                                                  0.020000%
   131   Mainstay Suites - Clute, TX                                         0.000000%
   132   Georgia Center For Total Cancer Care                                0.000000%
   133   Town Fair Shopping Center                                           0.020000%
   134   Pioneer Square(29)                                                  0.000000%
   135   Mansell Plaza                                                       0.000000%
   136   Comfort Suites - Yulee, FL                                          0.040000%
   137   Stapleton Square                                                    0.000000%
   138   County Inn - Mountainview, CA                                       0.000000%
   139   Bluebonnet Crossing                                                 0.020000%
   140   Fletcher Square Shopping Center                                     0.120000%
   141   Shoppes of Crabapple                                                0.000000%
   142   Ridgeway Plaza                                                      0.020000%
   143   EZ Storage Headquarters                                             0.020000%
   144   Office Depot - El Dorado, AR                                        0.000000%
   145   Brambleton Medical Center                                           0.080000%
   146   Office Depot - Palestine, TX                                        0.000000%
   147   The Continental Ranch Retail Center                                 0.070000%
   148   State Street Retail                                                 0.020000%
   149   Westbrook Office Park                                               0.000000%
   150   Days Inn Airport South - College Park, GA(28)                       0.000000%
   151   Towne Place                                                         0.020000%
   152   Cordes Professional Building                                        0.000000%
   153   Ashford Plaza Retail Center                                         0.000000%
   154   Muskegon Retail                                                     0.070000%
   155   Grogan's Forest Retail Center                                       0.000000%
   156   Sapphire Pointe                                                     0.000000%
   157   Lofts at McIntire                                                   0.020000%
   158   Sunset Medical Office Building                                      0.020000%
   159   Richmond Street Studios                                             0.000000%
   160   Stamey Plaza                                                        0.000000%
   161   Shoppes at Greystone                                                0.000000%

<CAPTION>
  ID     Master Servicer Fee    Primary Servicer Fee    Trustee Fee    Administrative Fee Rate
------   -------------------    --------------------    -----------    -----------------------
<S>      <C>                    <C>                     <C>            <C>
     1              0.010000%               0.010000%      0.000700%                  0.020700%
     2              0.010000%               0.020000%      0.000700%                  0.030700%
  2.01              0.010000%               0.020000%      0.000700%                  0.030700%
  2.02              0.010000%               0.020000%      0.000700%                  0.030700%
  2.03              0.010000%               0.020000%      0.000700%                  0.030700%
  2.04              0.010000%               0.020000%      0.000700%                  0.030700%
  2.05              0.010000%               0.020000%      0.000700%                  0.030700%
  2.06              0.010000%               0.020000%      0.000700%                  0.030700%
  2.07              0.010000%               0.020000%      0.000700%                  0.030700%
  2.08              0.010000%               0.020000%      0.000700%                  0.030700%
  2.09              0.010000%               0.020000%      0.000700%                  0.030700%
  2.10              0.010000%               0.020000%      0.000700%                  0.030700%
  2.11              0.010000%               0.020000%      0.000700%                  0.030700%
  2.12              0.010000%               0.020000%      0.000700%                  0.030700%
  2.13              0.010000%               0.020000%      0.000700%                  0.030700%
  2.14              0.010000%               0.020000%      0.000700%                  0.030700%
  2.15              0.010000%               0.020000%      0.000700%                  0.030700%
  2.16              0.010000%               0.020000%      0.000700%                  0.030700%
  2.17              0.010000%               0.020000%      0.000700%                  0.030700%
  2.18              0.010000%               0.020000%      0.000700%                  0.030700%
  2.19              0.010000%               0.020000%      0.000700%                  0.030700%
  2.20              0.010000%               0.020000%      0.000700%                  0.030700%
  2.21              0.010000%               0.020000%      0.000700%                  0.030700%
  2.22              0.010000%               0.020000%      0.000700%                  0.030700%
  2.23              0.010000%               0.020000%      0.000700%                  0.030700%
  2.24              0.010000%               0.020000%      0.000700%                  0.030700%
  2.25              0.010000%               0.020000%      0.000700%                  0.030700%
  2.26              0.010000%               0.020000%      0.000700%                  0.030700%
  2.27              0.010000%               0.020000%      0.000700%                  0.030700%
  2.28              0.010000%               0.020000%      0.000700%                  0.030700%
  2.29              0.010000%               0.020000%      0.000700%                  0.030700%
  2.30              0.010000%               0.020000%      0.000700%                  0.030700%
  2.31              0.010000%               0.020000%      0.000700%                  0.030700%
  2.32              0.010000%               0.020000%      0.000700%                  0.030700%
  2.33              0.010000%               0.020000%      0.000700%                  0.030700%
  2.34              0.010000%               0.020000%      0.000700%                  0.030700%
  2.35              0.010000%               0.020000%      0.000700%                  0.030700%
  2.36              0.010000%               0.020000%      0.000700%                  0.030700%
  2.37              0.010000%               0.020000%      0.000700%                  0.030700%
  2.38              0.010000%               0.020000%      0.000700%                  0.030700%
     3              0.010000%               0.010000%      0.000700%                  0.020700%
     4              0.010000%               0.020000%      0.000700%                  0.030700%
     5              0.010000%               0.010000%      0.000700%                  0.020700%
     6              0.010000%               0.020000%      0.000700%                  0.030700%
     7              0.010000%               0.010000%      0.000700%                  0.020700%
     8              0.010000%               0.000000%      0.000700%                  0.030700%
     9              0.010000%               0.010000%      0.000700%                  0.020700%
    10              0.010000%               0.000000%      0.000700%                  0.030700%
    11              0.010000%               0.010000%      0.000700%                  0.020700%
 11.01              0.010000%               0.010000%      0.000700%                  0.020700%
 11.02              0.010000%               0.010000%      0.000700%                  0.020700%
 11.03              0.010000%               0.010000%      0.000700%                  0.020700%
 11.04              0.010000%               0.010000%      0.000700%                  0.020700%
 11.05              0.010000%               0.010000%      0.000700%                  0.020700%
 11.06              0.010000%               0.010000%      0.000700%                  0.020700%
 11.07              0.010000%               0.010000%      0.000700%                  0.020700%
 11.08              0.010000%               0.010000%      0.000700%                  0.020700%
 11.09              0.010000%               0.010000%      0.000700%                  0.020700%
 11.10              0.010000%               0.010000%      0.000700%                  0.020700%
 11.11              0.010000%               0.010000%      0.000700%                  0.020700%
 11.12              0.010000%               0.010000%      0.000700%                  0.020700%
 11.13              0.010000%               0.010000%      0.000700%                  0.020700%
 11.14              0.010000%               0.010000%      0.000700%                  0.020700%
 11.15              0.010000%               0.010000%      0.000700%                  0.020700%
 11.16              0.010000%               0.010000%      0.000700%                  0.020700%
 11.17              0.010000%               0.010000%      0.000700%                  0.020700%
 11.18              0.010000%               0.010000%      0.000700%                  0.020700%
 11.19              0.010000%               0.010000%      0.000700%                  0.020700%
 11.20              0.010000%               0.010000%      0.000700%                  0.020700%
 11.21              0.010000%               0.010000%      0.000700%                  0.020700%
 11.22              0.010000%               0.010000%      0.000700%                  0.020700%
 11.23              0.010000%               0.010000%      0.000700%                  0.020700%
 11.24              0.010000%               0.010000%      0.000700%                  0.020700%
 11.25              0.010000%               0.010000%      0.000700%                  0.020700%
 11.26              0.010000%               0.010000%      0.000700%                  0.020700%
 11.27              0.010000%               0.010000%      0.000700%                  0.020700%
 11.28              0.010000%               0.010000%      0.000700%                  0.020700%
 11.29              0.010000%               0.010000%      0.000700%                  0.020700%
 11.30              0.010000%               0.010000%      0.000700%                  0.020700%
 11.31              0.010000%               0.010000%      0.000700%                  0.020700%
 11.32              0.010000%               0.010000%      0.000700%                  0.020700%
 11.33              0.010000%               0.010000%      0.000700%                  0.020700%
 11.34              0.010000%               0.010000%      0.000700%                  0.020700%
 11.35              0.010000%               0.010000%      0.000700%                  0.020700%
 11.36              0.010000%               0.010000%      0.000700%                  0.020700%
 11.37              0.010000%               0.010000%      0.000700%                  0.020700%
 11.38              0.010000%               0.010000%      0.000700%                  0.020700%
 11.39              0.010000%               0.010000%      0.000700%                  0.020700%
 11.40              0.010000%               0.010000%      0.000700%                  0.020700%
 11.41              0.010000%               0.010000%      0.000700%                  0.020700%
 11.42              0.010000%               0.010000%      0.000700%                  0.020700%
 11.43              0.010000%               0.010000%      0.000700%                  0.020700%
 11.44              0.010000%               0.010000%      0.000700%                  0.020700%
 11.45              0.010000%               0.010000%      0.000700%                  0.020700%
 11.46              0.010000%               0.010000%      0.000700%                  0.020700%
 11.47              0.010000%               0.010000%      0.000700%                  0.020700%
 11.48              0.010000%               0.010000%      0.000700%                  0.020700%
 11.49              0.010000%               0.010000%      0.000700%                  0.020700%
 11.50              0.010000%               0.010000%      0.000700%                  0.020700%
 11.51              0.010000%               0.010000%      0.000700%                  0.020700%
 11.52              0.010000%               0.010000%      0.000700%                  0.020700%
    12              0.010000%               0.010000%      0.000700%                  0.020700%
    13              0.010000%               0.010000%      0.000700%                  0.020700%
    14              0.010000%               0.010000%      0.000700%                  0.020700%
 14.01              0.010000%               0.010000%      0.000700%                  0.020700%
 14.02              0.010000%               0.010000%      0.000700%                  0.020700%
 14.03              0.010000%               0.010000%      0.000700%                  0.020700%
    15              0.010000%               0.010000%      0.000700%                  0.020700%
    16              0.010000%               0.010000%      0.000700%                  0.020700%
    17              0.010000%               0.010000%      0.000700%                  0.020700%
    18              0.010000%               0.010000%      0.000700%                  0.030700%
    19              0.010000%               0.010000%      0.000700%                  0.020700%
    20              0.010000%               0.010000%      0.000700%                  0.020700%
    21              0.010000%               0.010000%      0.000700%                  0.020700%
    22              0.010000%               0.010000%      0.000700%                  0.020700%
    23              0.010000%               0.010000%      0.000700%                  0.020700%
    24              0.010000%               0.010000%      0.000700%                  0.020700%
    25              0.010000%               0.010000%      0.000700%                  0.020700%
    26              0.010000%               0.010000%      0.000700%                  0.020700%
    27              0.010000%               0.010000%      0.000700%                  0.020700%
    28              0.010000%               0.010000%      0.000700%                  0.020700%
    29              0.010000%               0.010000%      0.000700%                  0.020700%
    30              0.010000%               0.010000%      0.000700%                  0.020700%
    31              0.010000%               0.010000%      0.000700%                  0.020700%
    32              0.010000%               0.010000%      0.000700%                  0.060700%
    33              0.010000%               0.000000%      0.000700%                  0.030700%
    34              0.010000%               0.010000%      0.000700%                  0.020700%
    35              0.010000%               0.000000%      0.000700%                  0.050700%
    36              0.010000%               0.010000%      0.000700%                  0.020700%
    37              0.010000%               0.010000%      0.000700%                  0.020700%
    38              0.010000%               0.010000%      0.000700%                  0.020700%
    39              0.010000%               0.010000%      0.000700%                  0.020700%
 39.01              0.010000%               0.010000%      0.000700%                  0.020700%
 39.02              0.010000%               0.010000%      0.000700%                  0.020700%
 39.03              0.010000%               0.010000%      0.000700%                  0.020700%
 39.04              0.010000%               0.010000%      0.000700%                  0.020700%
    40              0.010000%               0.010000%      0.000700%                  0.020700%
    41              0.010000%               0.010000%      0.000700%                  0.020700%
    42              0.010000%               0.010000%      0.000700%                  0.020700%
    43              0.010000%               0.010000%      0.000700%                  0.020700%
    44              0.010000%               0.010000%      0.000700%                  0.020700%
    45              0.010000%               0.000000%      0.000700%                  0.030700%
 45.01              0.010000%               0.000000%      0.000700%                  0.030700%
 45.02              0.010000%               0.000000%      0.000700%                  0.030700%
 45.03              0.010000%               0.000000%      0.000700%                  0.030700%
 45.04              0.010000%               0.000000%      0.000700%                  0.030700%
    46              0.010000%               0.010000%      0.000700%                  0.020700%
    47              0.010000%               0.010000%      0.000700%                  0.020700%
    48              0.010000%               0.010000%      0.000700%                  0.020700%
    49              0.010000%               0.010000%      0.000700%                  0.020700%
    50              0.010000%               0.010000%      0.000700%                  0.020700%
    51              0.010000%               0.010000%      0.000700%                  0.020700%
    52              0.010000%               0.010000%      0.000700%                  0.020700%
    53              0.010000%               0.010000%      0.000700%                  0.020700%
    54              0.010000%               0.010000%      0.000700%                  0.020700%
    55              0.010000%               0.000000%      0.000700%                  0.030700%
    56              0.010000%               0.010000%      0.000700%                  0.020700%
    57              0.010000%               0.000000%      0.000700%                  0.030700%
    58              0.010000%               0.010000%      0.000700%                  0.020700%
    59              0.010000%               0.000000%      0.000700%                  0.030700%
    60              0.010000%               0.010000%      0.000700%                  0.020700%
    61              0.010000%               0.010000%      0.000700%                  0.020700%
    62              0.010000%               0.010000%      0.000700%                  0.020700%
    63              0.010000%               0.010000%      0.000700%                  0.020700%
    64              0.010000%               0.000000%      0.000700%                  0.050700%
    65              0.010000%               0.010000%      0.000700%                  0.020700%
    66              0.010000%               0.010000%      0.000700%                  0.020700%
    67              0.010000%               0.010000%      0.000700%                  0.020700%
    68              0.010000%               0.010000%      0.000700%                  0.020700%
    69              0.010000%               0.010000%      0.000700%                  0.070700%
    70              0.010000%               0.010000%      0.000700%                  0.020700%
    71              0.010000%               0.000000%      0.000700%                  0.030700%
    72              0.010000%               0.010000%      0.000700%                  0.020700%
    73              0.010000%               0.010000%      0.000700%                  0.020700%
    74              0.010000%               0.010000%      0.000700%                  0.020700%
    75              0.010000%               0.000000%      0.000700%                  0.030700%
    76              0.010000%               0.010000%      0.000700%                  0.020700%
    77              0.010000%               0.010000%      0.000700%                  0.020700%
    78              0.010000%               0.010000%      0.000700%                  0.020700%
    79              0.010000%               0.010000%      0.000700%                  0.020700%
    80              0.010000%               0.010000%      0.000700%                  0.020700%
    81              0.010000%               0.010000%      0.000700%                  0.020700%
    82              0.010000%               0.010000%      0.000700%                  0.020700%
    83              0.010000%               0.000000%      0.000700%                  0.030700%
    84              0.010000%               0.010000%      0.000700%                  0.020700%
    85              0.010000%               0.000000%      0.000700%                  0.050700%
    86              0.010000%               0.000000%      0.000700%                  0.050700%
    87              0.010000%               0.010000%      0.000700%                  0.020700%
    88              0.010000%               0.000000%      0.000700%                  0.050700%
    89              0.010000%               0.000000%      0.000700%                  0.030700%
    90              0.010000%               0.000000%      0.000700%                  0.030700%
    91              0.010000%               0.000000%      0.000700%                  0.030700%
    92              0.010000%               0.010000%      0.000700%                  0.020700%
    93              0.010000%               0.000000%      0.000700%                  0.030700%
    94              0.010000%               0.000000%      0.000700%                  0.030700%
    95              0.010000%               0.010000%      0.000700%                  0.020700%
    96              0.010000%               0.010000%      0.000700%                  0.020700%
    97              0.010000%               0.010000%      0.000700%                  0.020700%
    98              0.010000%               0.000000%      0.000700%                  0.030700%
    99              0.010000%               0.000000%      0.000700%                  0.030700%
   100              0.010000%               0.010000%      0.000700%                  0.020700%
   101              0.010000%               0.010000%      0.000700%                  0.020700%
   102              0.010000%               0.010000%      0.000700%                  0.020700%
   103              0.010000%               0.010000%      0.000700%                  0.020700%
   104              0.010000%               0.000000%      0.000700%                  0.030700%
   105              0.010000%               0.000000%      0.000700%                  0.030700%
   106              0.010000%               0.010000%      0.000700%                  0.020700%
   107              0.010000%               0.010000%      0.000700%                  0.020700%
   108              0.010000%               0.010000%      0.000700%                  0.020700%
   109              0.010000%               0.000000%      0.000700%                  0.030700%
   110              0.010000%               0.010000%      0.000700%                  0.020700%
   111              0.010000%               0.010000%      0.000700%                  0.020700%
   112              0.010000%               0.010000%      0.000700%                  0.020700%
   113              0.010000%               0.000000%      0.000700%                  0.030700%
   114              0.010000%               0.010000%      0.000700%                  0.020700%
   115              0.010000%               0.000000%      0.000700%                  0.030700%
   116              0.010000%               0.010000%      0.000700%                  0.020700%
   117              0.010000%               0.010000%      0.000700%                  0.020700%
   118              0.010000%               0.010000%      0.000700%                  0.020700%
   119              0.010000%               0.000000%      0.000700%                  0.090700%
   120              0.010000%               0.010000%      0.000700%                  0.020700%
   121              0.010000%               0.010000%      0.000700%                  0.020700%
   122              0.010000%               0.000000%      0.000700%                  0.030700%
   123              0.010000%               0.000000%      0.000700%                  0.030700%
   124              0.010000%               0.010000%      0.000700%                  0.020700%
124.01              0.010000%               0.010000%      0.000700%                  0.020700%
124.02              0.010000%               0.010000%      0.000700%                  0.020700%
   125              0.010000%               0.000000%      0.000700%                  0.030700%
   126              0.010000%               0.010000%      0.000700%                  0.020700%
   127              0.010000%               0.000000%      0.000700%                  0.030700%
   128              0.010000%               0.010000%      0.000700%                  0.020700%
   129              0.010000%               0.010000%      0.000700%                  0.020700%
   130              0.010000%               0.000000%      0.000700%                  0.030700%
   131              0.010000%               0.010000%      0.000700%                  0.020700%
   132              0.010000%               0.010000%      0.000700%                  0.020700%
   133              0.010000%               0.000000%      0.000700%                  0.030700%
   134              0.010000%               0.010000%      0.000700%                  0.020700%
   135              0.010000%               0.010000%      0.000700%                  0.020700%
   136              0.010000%               0.000000%      0.000700%                  0.050700%
   137              0.010000%               0.010000%      0.000700%                  0.020700%
   138              0.010000%               0.010000%      0.000700%                  0.020700%
   139              0.010000%               0.000000%      0.000700%                  0.030700%
   140              0.010000%               0.000000%      0.000700%                  0.130700%
   141              0.010000%               0.010000%      0.000700%                  0.020700%
   142              0.010000%               0.000000%      0.000700%                  0.030700%
   143              0.010000%               0.000000%      0.000700%                  0.030700%
   144              0.010000%               0.010000%      0.000700%                  0.020700%
   145              0.010000%               0.000000%      0.000700%                  0.090700%
   146              0.010000%               0.010000%      0.000700%                  0.020700%
   147              0.010000%               0.000000%      0.000700%                  0.080700%
   148              0.010000%               0.000000%      0.000700%                  0.030700%
   149              0.010000%               0.010000%      0.000700%                  0.020700%
   150              0.010000%               0.010000%      0.000700%                  0.020700%
   151              0.010000%               0.000000%      0.000700%                  0.030700%
   152              0.010000%               0.010000%      0.000700%                  0.020700%
   153              0.010000%               0.010000%      0.000700%                  0.020700%
   154              0.010000%               0.000000%      0.000700%                  0.080700%
   155              0.010000%               0.010000%      0.000700%                  0.020700%
   156              0.010000%               0.010000%      0.000700%                  0.020700%
   157              0.010000%               0.000000%      0.000700%                  0.030700%
   158              0.010000%               0.000000%      0.000700%                  0.030700%
   159              0.010000%               0.010000%      0.000700%                  0.020700%
   160              0.010000%               0.010000%      0.000700%                  0.020700%
   161              0.010000%               0.010000%      0.000700%                  0.020700%
</TABLE>


<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, CD 2007-CD5, 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 November 1, 2007 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Capmark Finance Inc., as a master servicer, Wachovia Bank, National Association,
as a master servicer, LNR Partners, Inc., as special servicer, Wells Fargo Bank,
N.A., as trustee and custodian, and Deutsche Bank Trust Company Americas, as
certificate 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 [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees to
act as "tax matters person" and to perform the functions of "tax matters
partner" of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 4.04
of the Pooling and Servicing Agreement, and agrees to the irrevocable
designation of the Certificate 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____.

                                       [Insert Name of 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 ______________, 20____.

<PAGE>

                                   EXHIBIT C-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

      Re:   Commercial Mortgage Pass-Through Certificates, CD 2007-CD5, 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,


                                       [Insert Name of Transferor]


                                       By:
                                          --------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT D-1

                    FORM OF INVESTMENT REPRESENTATION LETTER

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan

      Re:   Transfer of Commercial Mortgage Pass-Through Certificates, CD
            2007-CD5: Class [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
            [S] [T] [R] [LR]

Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of November 1, 2007 (the "Pooling and Servicing
Agreement"), entered into by Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Capmark Finance Inc., as a master servicer, Wachovia Bank, National
Association, as a master servicer, LNR Partners, Inc., as special servicer,
Wells Fargo Bank, N.A., as trustee and custodian, and Deutsche Bank Trust
Company Americas, as certificate administrator and paying agent, on behalf of
the holders of Commercial Mortgage Pass-Through Certificates, CD 2007-CD5 (the
"Certificates") in connection with the transfer by (the "Seller") to the
undersigned (the "Purchaser") of [$__________________ aggregate Certificate
Balance][________% Percentage Interest] of Class [D] [E] [F] [G] [H] [J] [K] [L]
[M] [N] [O] [P] [Q] [S] [T] [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 Private Placement Memorandum dated
November 21, 2007 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.

            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:________________________________________


----------------------------------

*     Delete for Class R and Class LR.

**    Only to be filled out by Purchasers of Individual Certificates. Please
      select (a) or (b).


            (b) by mailing a check or draft to the following address:

            --------------------------------------------------

            --------------------------------------------------

            --------------------------------------------------


                                       Very truly yours,


                                       [Insert Name of Purchaser]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: ________________, 20__

<PAGE>

                                   EXHIBIT D-2

                       FORM OF ERISA REPRESENTATION LETTER

                                     [Date]

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan

      Re:   Commercial Mortgage Pass-Through Certificates, CD 2007-CD5, Class
            [L] [M] [N] [O] [P] [Q] [S] [T] [R] [LR]

Ladies and Gentlemen:

            ________________________________________ (the "Purchaser") intends
to purchase from (the "Seller") [$____________________ initial Certificate
Balance] [________% Percentage Interest] of Commercial Mortgage Pass-Through
Certificates, CD 2007-CD5, Class [L] [M] [N] [O] [P] [Q] [S] [T] [R] [LR], CUSIP
No. __________________ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement, dated as of November 1, 2007 (the "Pooling and Servicing
Agreement"), entered into by Deutsche Mortgage & Asset Receiving Corporation, as
depositor (the "Depositor"), Capmark Finance Inc., as a master servicer (the
"Capmark Master Servicer"), Wachovia Bank, National Association, as a master
servicer (the "Wachovia Master Servicer," and together with the Capmark Master
Servicer, the "Master Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its
capacity as trustee, the "Trustee"), and Deutsche Bank Trust Company Americas,
as certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate 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
Certificate 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 T, 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 T, 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 Certificate 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
Certificate 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
Certificate Administrator, the Trustee, the Master Servicers, the Special
Servicer 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 Master Servicers, the Depositor, the Certificate
Administrator, the Trustee or the Certificate Registrar.

            IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on this ____ day of _________, 20___.

                                       Very truly yours,


                                       [Insert Name of Purchaser]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT E

                               REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
as Trustee and Custodian
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS), CD 2007-CD5

      Re:   Commercial Mortgage Pass-Through Certificates, CD 2007-CD5

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 November 1, 2007 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Capmark Finance Inc., as a master servicer, Wachovia Bank, National Association,
as a master servicer, LNR Partners, Inc., as special servicer, Wells Fargo Bank,
N.A., as trustee and custodian, and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent, 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 [Master Servicer]
[Special Servicer] hereby certifies that all amounts received in connection with
the Mortgage Loan have been or will be, following such [Master 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.

                                       [MASTER SERVICER] [SPECIAL SERVICER]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<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

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

      Re:   Transfer of CD 2007-CD5, 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 November 1, 2007 (the "Pooling and
Servicing Agreement"), entered into by Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Capmark Finance Inc., as a master servicer, Wachovia
Bank, National Association, as a master servicer, LNR Partners, Inc., as special
servicer, Wells Fargo Bank, N.A., as trustee and custodian, and Deutsche Bank
Trust Company Americas, as certificate administrator and paying agent, on behalf
of the holders of the CD 2007-CD5, 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;]*

-------------------------------
* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

            [(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.

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 Certificate Administrator,
the Trustee, the Master Servicers and the Special Servicer.

                                       [Insert Name of 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)

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

      Re:   Transfer of CD 2007-CD5 Commercial Mortgage Pass-Through
            Certificates, Class [____]

            Reference is hereby made to the Pooling and servicing agreement,
dated as of November 1, 2007 (the "Pooling and Servicing Agreement"), entered
into by Deutsche Mortgage Asset & Receiving Corporation, as depositor (the
"Depositor"), Capmark Finance Inc., as a master servicer (the "Capmark Master
Servicer"), Wachovia Bank, National Association, as a master servicer (the
"Wachovia Master Servicer," and together with the Capmark Master Servicer, the
"Master Servicers"), LNR Partners, Inc., as special servicer (the "Special
Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as
trustee, the "Trustee"), and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate Administrator"). 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:

-------------------
* Select appropriate depository.

<PAGE>

            (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 Certificate Administrator,
the Trustee, the Master Servicers and the Special Servicer.

                                       [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: ________________, 20__



----------------------------------------
** 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)

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

      Re:   Transfer of CD 2007-CD5 Commercial Mortgage Pass-Through
            Certificates Class [____]

            Reference is hereby made to the Pooling and servicing agreement,
dated as of November 1, 2007 (the "Pooling and Servicing Agreement"), entered
into by Deutsche Mortgage Asset & Receiving Corporation, as depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special
Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as
trustee, the "Trustee"), and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate Administrator"). 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;

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 Certificate Administrator,
the Trustee, the Master Servicers and the Special Servicer.

                                       [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: _______________, 20___



----------------------------------
* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

<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)

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

      Re:   Transfer of CD 2007-CD5 Commercial Mortgage Pass-Through
            Certificates, Class [____]

            Reference is hereby made to the Pooling and servicing agreement,
dated as of November 1, 2007 (the "Pooling and Servicing Agreement"), entered
into by Deutsche Mortgage Asset & Receiving Corporation, as depositor, Capmark
Finance Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia
Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special
Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as
trustee, the "Trustee"), and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate Administrator"). 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.

------------------------------
* Select appropriate depositary.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Master Servicers and the Special Servicer.

                                       [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: ______________, 20__

<PAGE>

                                    EXHIBIT K

                       FORM OF DISTRIBUTION DATE STATEMENT

Deutsche Bank [LOGO]
1761 E. St. Andrew Place
Santa Ana, CA 92705

Website:

https://tss.sfs.db.com/investpublic

Associated Files
      Supplements
      Pool Periodic
      Bond Periodic
      Loan Periodic
      Loan Setup
      Governing Documents
      Annex A

Factor Information:
      (800) 735-7777

Main Phone Number:
      714-247-6000

Administrator

Michael Boyle
(714) 247-6273
michael-l.boyle@db.com

--------------------------------------------------------------------------------

CD 2007-CD5

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------

                               Table of Contents

          Certificate Payment Report                                 2
          Certificate Factor Report                                  3
          Cash Reconciliation                                        4
          Pool and Performance Detail                                5
          Bond Interest Reconciliation                               6
          Bond Reconciliation Detail                                 7
          Current Ratings                                            8
          Performance History                                        9
          Delinquency Detail                                        10
          Payoff History                                            11
          Stratification - Mortgage Balances/Rates                  12
          Stratification - Amortization Terms                       13
          Stratification - Property Types                           14
          Stratification - Geographic Distribution                  15
          Stratification - Financial Ratios and Other               16
          Historical Loss Liquidation                               17
          Historical Bond/Collateral Realized Loss Reconciliation   18
          Loan Level Detail                                         19
          Specially Serviced Loan Detail                            20
          Specially Serviced Loan Comments                          21
          Appraisal Reduction Detail                                22
          Appraisal Reduction Comments                              23
          Modifications/Extensions Detail/Description               24
          REO Historical Detail                                     25
          Material Breaches and Document Defects                    26

                                    Contacts

Depositor                     Deutsche Mortgage & Asset Receiving Corporation

Servicers                     Capmark Finance, Inc.
                              Wachovia Bank, N.A.

Special Servicer              LNR Partners, Inc.

Underwriters                  Citigroup Global Markets Inc.
                              Credit Suisse Securities (USA) LLC
                              SunTrust Robinson Humphrey, Inc.
                              Deutsche Bank Securities, Inc.

Rating Agencies               Fitch Rating Services
                              Moody's Investors Service, Inc.
                              Standard & Poors Rating Service

Trustee                       Wells Fargo Bank, National Association

Certificate Administrator     DB Trust Company Americas

                        Dates

Current Distribution Date                 12/17/2007
Distribution Count                                 1

Prior Distribution Date                           NA
Next Distribution Date                    01/15/2008
Trust Collection Period     11/29/2007 to 12/11/2007

Record Date                               11/30/2007
Determination Date                        12/11/2007

Cutoff Date                               11/01/2007
Closing Date                              11/29/2007
Initial Distribution Date                 12/17/2007
Rated Final Payment Date                  11/15/2044

--------------------------------------------------------------------------------

"Until this statement/report is filed with the Commision with Respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent for
the Master Servicer or the Trustee, be disclosed by such recipient of by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part."

--------------------------------------------------------------------------------

Page 1 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Certificate Payment Report
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                         Balance and Principal Components
                             -----------------------------------------------------------
                             Original   Beginning   Principal   Non-Prin Adj/    Ending
Class   Class Type   CUSIP   Balance     Balance                Loss/Accretion   Balance
-----   ----------   -----   --------   ---------   ---------   --------------   -------
<S>     <C>          <C>     <C>        <C>         <C>         <C>              <C>






SubTotal
Total
<CAPTION>
                                   Pass-Through
                Interest               Rate          Credit Support
        -----------------------   --------------   ------------------
         Interest      Excess/    Current   Next   Original   Current
Class   Distributed   Shortfall                       %          %
-----   -----------   ---------   -------   ----   --------   -------
<S>     <C>           <C>         <C>       <C>    <C>        <C>






SubTotal
Total
</TABLE>

--------------------------------------------------------------------------------

Page 2 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Certificate Factor Report
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                         Accrual                    Balance Factors
                --------------------------   ------------------------------
Class   Cusip   Start   End    Methodology   Original   Beginning   Ending
                Date    Date                 Balance     Balance    Balance
-----   -----   -----   ----   -----------   --------   ---------   -------
<S>     <C>     <C>     <C>    <C>           <C>        <C>         <C>






<CAPTION>
                    Payment Factors
        ---------------------------------------
Class    Interest      Principal       Total
        Distributed   Distributed   Distributed
-----   -----------   -----------   -----------
<S>     <C>           <C>           <C>






</TABLE>

--------------------------------------------------------------------------------

Page 3 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Cash Reconciliation
--------------------------------------------------------------------------------

                        Servicer Remittance Non-Adjusted

Principal

A.    Scheduled Principal
      Current Principal
      Advanced Principal
      Scheduled Maturity Payoff

B.    Unscheduled Principal
      Voluntary
      Post-Maturity
      Liquidation
      Curtailment
      Defeasance
      Neg Am/Deferred

Principal Non-Adjusted

Interest

A.    Scheduled Interest
      Current Interest
      Delinquent Interest

B.    Servicing Fees & Expenses
      Current Servicer Fees
      Delinquent Servicer Fees
      Sub-Servicer
      Servicer Fee Strips
      Other Fee Strips (incl. Insurer)
      Miscellaneous Fees

Servicer Fees/Expenses

Interest Non-Adjusted

Principal & Interest Non-Adjusted

                                  Adjustments

Principal

A.    Excess Amounts
      Subsequent Recovery
      Gain-on-Sale

B.    Shortfalls Amounts.
      Realized Loss
      Additional Loss Claim

Net Excess/Shortfall

Interest

A.    Excess
      Penalties/Yield Maintain/Exit
      Extension Interest (ARD)
      Default Interest
      Prepay Interest Excess (PPIE)
      Interest Recovery
      ASER Recovered
      Other Interest Proceeds

B.    Shortfalls
      Gross PPIS (Prepay Interest Shortfall)
            Servicer PPIS Cap
            Net PPIS
      Deferred Interest
      Modification Shortfall
      ASER Applied
      Special Servicer Fees
      Workout Fees
      Liquidation Fees
      Non-Recoverable Advances
      Interest on Prior Advances
      Various Expenses
      Other Interest Loss

Net Excess/Shortfall

                                     Trust

Trust Related Fees & Expenses

      Trustee Fee
      Certificate Administrator Fee
      Trustee Strips
      Certificate Insurer
      Collateral Administrator
      Trust Expense(s)

Trust Related Fees & Expenses

Sister Agreements

      In-SWAP Payment
      Out-SWAP Payment

      In-Equity Payment
      Out-Equity Payment

Interest Reserve Account

      Deposit
      Cumulative Deposit
      Withdrawal

                                    Summary

Principal Adjusted
Scheduled Interest
      Servicer Fee & Expense
      Interest Shortfall Expense
Servicer Wire
Trustee Fee & Expense
Sister Agreements
Interest Reserve Account'
Due to Certificates

--------------------------------------------------------------------------------

Page 4 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Pool and Performance Detail
--------------------------------------------------------------------------------

                                  Pool Detail

Current                             Amt    %   Cnt    %
Amortizing/Balloon
IO/Amortizing/Balloon
IO/Balloon

Smallest Balance
Average Balance
Largest Balance

Current

--------------------------------------------------------------------------------

Beginning Balance
  Scheduled Principal
  Voluntary Payoff
  Scheduled Maturity Payoff
  Post-Maturity Payoff
  Net Liquidation
  Realized Loss
  Curtailment
  Defeasance
  Negative Amortization/Deferred
Ending Balance

Cumulative

--------------------------------------------------------------------------------

  Scheduled Principal
  Voluntary Payoff
  Scheduled Maturity Payoff
  Post-Maturity Payoff
  Net Liquidation
  Realized Loss
  Curtailment
  Defeasance
  Negative Amortization/Deferred

                                 WA Rates/Terms

                                    Cutoff   Prior   Current   Next
WAC
LIBOR
WAMM
AWAM

                              Performance Snapshot

                  3 Mo Avg        6 Mo Avg       12 Mo Avg
                -------------   -------------   -------------
Current         % Bal   % Cnt   % Bal   % Cnt   % Bal   % Cnt
Current
30 Day
60 Day
90 Day Plus
Foreclosures
REOs
Bankrupticies
Liquidations
Defeasances
Modifications

                                Advance Summary

Cumulative            Principal   Interest   Cnt   % Amt   % Cnt
Prior Outstanding
  Current Amount
  Recovery (-)
Current Outstanding
  Non-Recoverable

                          Appraisal Reduction Summary

Prior Cumulative ASER
Current ASER
Recovery (-)
Cumulative ASER

(*) ARA     Appraisal Reduction Amount
(*) ASER    Appraisal Subordination Entitlement

--------------------------------------------------------------------------------

Page 5 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Bond Interest Reconciliation
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                     Accrual
        ----------------------------------
Class   Prior Due   Curr Due   Method Days   Beginning   Pass-Through    Prior
                                             Balance        Rate       Shortfall
-----   ---------   --------   -----------   ---------   ------------  ---------
<S>     <C>         <C>        <C>           <C>         <C>            <C>






SubTotal
Total

<CAPTION>


Class   Current    Current     Current     Distributable   Distributed   Outstanding
        Accrued   Additions   Deductions     Interest       Interest      Shortfall
-----   -------   ---------   ----------   -------------   -----------   -----------
<S>      <C>       <C>         <C>          <C>             <C>           <C>






SubTotal
Total
</TABLE>

--------------------------------------------------------------------------------

Page 6 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Bond Reconciliation Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                     Principal Components                                       Interest Additions
        ----------------------------------------------   ----------------------------------------------------------------
                                  Current   Cumulative   PPY, PPYYM,    Interest    Interest on Prior   Interest on Prior
Class   Scheduled   Unscheduled    Loss        Loss       Exit Fees    Adjustment       Shortfall             Loss
-----   ---------   -----------   -------   ----------   -----------   ----------   -----------------   -----------------
<S>     <C>         <C>           <C>       <C>          <C>           <C>          <C>                 <C>






SubTotal
Total
<CAPTION>
              Interest Deductions
        --------------------------------
        Net    Deferred    Interest Loss
Class   PPIS   Accretion      Expense
-----   ----   ---------   -------------
<S>     <C>    <C>         <C>






</TABLE>

--------------------------------------------------------------------------------

Page 7 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Current Ratings
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              Closing Ratings
                        ----------------------------


        Class
Class   Type    CUSIP   Fitch   Moody's   S&P   DBRS
-----   -----   -----   -----   -------   ---   ----
<S>     <C>     <C>     <C>     <C>       <C>   <C>






<CAPTION>
                                                        Updated Ratings (1)
        ---------------------------------------------------------------------------------------------------------
                 Fitch                      Moody's                    S & P                       DBRS
        ------------------------   ------------------------   ------------------------   ------------------------

Class   New Rating   Date Change   New Rating   Date Change   New Rating   Date Change   New Rating   Date Change
-----   ----------   -----------   ----------   -----------   ----------   -----------   ----------   -----------
<S>     <C>          <C>           <C>          <C>           <C>          <C>           <C>          <C>






</TABLE>

Contact Information

Fitch, Inc.
One State Street Plaza
New York, New York 10004
(212) 908-0500

Moody's Investors Service
99 Church Street
New York, New York 10007
(212) 553-0300

Standard & Poor's Rating Service
55 Water Street
New York, New York 10041
(212) 438-2430

DBRS Limited
181 University Avenue, Suite 700
Toronto, ON M5H 3M7
1-416-593-5577

Legend

NR    Class not rated at issuance
NA    Data not available

(1) These ratings are not a recommendation to buy, sell or hold these notes.
Ratings may be changed or withdrawn at any time by each assigning rating agency.
These ratings do not address the possibility that, as a result of principal
prepayments or losses, the yield on your notes may be lower than anticipated.

Changed ratings provided on this report are based on information provided by the
applicable rating agency via eletronic transmission and captured during the
processing window. Deutsche Bank does not hold itself responsible for any update
that may have occured outside the window during which the data was captured.

--------------------------------------------------------------------------------

Page 8 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Performance History
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                 Delinquency Categories
               (excludes REO/Foreclosures)                Impaired Loans
            ---------------------------------   ------------------------------------
             30 Day      60 Day      90 Day     Foreclosure      REO      Bankruptcy
Dist Date   ---------------------------------   ------------------------------------
Dist Cnt    Cnt   Bal   Cnt   Bal   Cnt   Bal   Cnt     Bal   Cnt   Bal   Cnt    Bal
---------   ---   ---   ---   ---   ---   ---   ---     ---   ---   ---   ---    ---
<S>         <C>   <C>   <C>   <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>    <C>






<CAPTION>

                            Unique Events
            ----------------------------------------------
            Defeasance   Modification   Specially Serviced
Dist Date   ----------------------------------------------
Dist Cnt    Cnt    Bal   Cnt      Bal   Cnt            Bal
---------   ---    ---   ---      ---   ---            ---
<S>         <C>    <C>   <C>      <C>   <C>            <C>






</TABLE>

--------------------------------------------------------------------------------

Page 9 of 26                                         Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Delinquency Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                P&I Advances                     Non-Advancing         Tracking
                 ------------------------------------------    ------------------   ---------------
                  Prior Outstanding     Current Outstanding
Investor         --------------------   --------------------              Non-      Mo (s)   Mo (s)
  No.      PTD   Interest   Principal   Interest   Principal   ASER   Recoverable   Delinq   Recov
--------   ---   --------   ---------   --------   ---------   ----   -----------   ------   ------
<S>        <C>   <C>        <C>         <C>        <C>         <C>    <C>           <C>      <C>






Totals

<CAPTION>
                    Status/Resolution w Relevant Dates          Loan Description
           --------------------------------------------------   -----------------

Investor    Loan     Resoln    SS Tran   ARA    FC/REO    BK    Prop
  No.      Status   Strategy    Date     Date    Date    Date   Type   DSCR   LTV
--------   ------   --------   -------   ----   ------   ----   ----   ----   ---
<S>        <C>      <C>        <C>       <C>    <C>      <C>    <C>    <C>    <C>






</TABLE>

Resolution Strategy Code

1     Modification
2     Foreclosure
3     Bankruptcy
4     Extension
5     Note Sale
6     DPO
7     REO
8     Resolved
9     Pending Return to Master Servicer
10    Deed in Lieu Of Foreclosure
11    Full Payoff
12    Reps and Warranties
13    Other or TBD

Loan Status Code

0     Current
A     Grace
B     0 - 29 Days
1     30 Days Deliquent
2     60 Days Delinquent
3     90 Days Delinquent
4     Matured Balloon
7     Foreclosure
9     REO

Property Type Code

MF    Multi-Family
RT    Retail
HC    Health Care
IN    Industrial
WH    Warehouse
MH    Mobile Home Park
OF    Office
MU    Mixed Use
LO    Lodging
SS    Self Storage
OT    Other

--------------------------------------------------------------------------------

Page 10 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Payoff History
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
               Payoff
               Amount                          Liquidation
            ------------   ---------------------------------------------------
Dist Date
Dist Cnt    Cnt   Amount   Cnt   Liquidation   Realized Loss   Net Liquidation
---------   ---   ------   ---   -----------   -------------   ---------------
<S>         <C>   <C>      <C>   <C>           <C>             <C>






Total

<CAPTION>
                  Interest Additions/
                     Deductions (1)         Maturity (2)   Remaining Term
            -----------------------------   ------------   --------------
Dist Date
Dist Cnt    Type   Penalty   PPIS   Other   Date     Var   Life     Amort
---------   ----   -------   ----   -----   ----     ---   ----     -----
<S>         <C>    <C>       <C>    <C>     <C>      <C>   <C>      <C>






Total
</TABLE>

Penalty Type

1     Prepay Penalties
2     Yield Maintenance
3     Exit Fees
4     Yield Maintenance & Exit Fees

Maturity Var: Payoff to Maturity Date delta

--------------------------------------------------------------------------------

Page 11 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Stratification - Mortgage Balances/Rates
--------------------------------------------------------------------------------

                Distribution of Principal Balances - All Groups

<TABLE>
<CAPTION>
                                                     Current
                                --------------------------------------------------
                                  Summation               Weighted Average
                                -------------       ------------------------------
Balances                        Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
-----------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                             <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
          0.01 - 1,999,999.99
  2,000,000.00 - 3,999,999.99
  4,000,000.00 - 5,999,999.99
  6,000,000.00 - 7,999,999.99
  8,000,000.00 - 9,999,999.99
10,000,000.00 - 14,999,999.99
15,000,000.00 - 19,999,999.99
20,000,000.00 - 24,999,999.99
                        Total

<CAPTION>
                                                   Original
                                --------------------------------------------------
                                  Summation                Weighted Average
                                -------------       ------------------------------
Balances                        Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
-----------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                             <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
          0.01 - 1,999,999.99
  2,000,000.00 - 3,999,999.99
  4,000,000.00 - 5,999,999.99
  6,000,000.00 - 7,999,999.99
  8,000,000.00 - 9,999,999.99
10,000,000.00 - 14,999,999.99
15,000,000.00 - 19,999,999.99
20,000,000.00 - 24,999,999.99
                        Total
</TABLE>

Average
Minimum
Maximum

                  Distribution of Mortgage Rates - All Groups

<TABLE>
<CAPTION>
                                       Current                                             Original
                  --------------------------------------------------   --------------------------------------------------
                    Summation                 Weighted Average           Summation                Weighted Average
                  -------------       ------------------------------   -------------       ------------------------------
Mortgage Rates    Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC   Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
---------------   ---   -------   -   ----   ----   ----   ---   ---   ---   -------   -   ----   ----   ----   ---   ---
<S>               <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>   <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
4.500% - 4.749%
4.750% - 4.999%
5.000% - 5.249%
5.250% - 5.499%
5.500% - 5.749%
Total
</TABLE>

--------------------------------------------------------------------------------

Page 12 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Stratification - Amortization Terms
--------------------------------------------------------------------------------

              Amortization terms of the Mortgage Pool - All Groups

Amortizing Balloon

<TABLE>
<CAPTION>
                                                        Current
                                   --------------------------------------------------
                                    Summation                Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total

<CAPTION>
                                                        Original
                                   --------------------------------------------------
                                    Summation                 Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total
</TABLE>

Average
Minimum
Maximum

Interest Only/Amortizing Balloon

<TABLE>
<CAPTION>
                                                        Current
                                   --------------------------------------------------
                                    Summation                Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total

<CAPTION>
                                                        Original
                                   --------------------------------------------------
                                    Summation                 Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total
</TABLE>
Average
Minimum
Maximum

Interest Only/Balloon

<TABLE>
<CAPTION>
                                                        Current
                                   --------------------------------------------------
                                    Summation                Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total

<CAPTION>
                                                        Original
                                   --------------------------------------------------
                                    Summation                 Weighted Average
                                   -------------       ------------------------------
Terms                              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------------------------   ---   -------   -   ----   ----   ----   ---   ---
<S>                                <C>   <C>       <C> <C>    <C>    <C>    <C>   <C>
Total
</TABLE>
Average
Minimum
Maximum

--------------------------------------------------------------------------------

Page 13 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Stratification - Property Types
--------------------------------------------------------------------------------

                 Distribution Of Property Types - Current Status

                   Summation                Weighted Average
                 -------------       ------------------------------
Property Types   Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------   ---   -------   -   ----   ----   ----   ---   ---
Industrial
LA
Lodging
Multifamily
Mixed Use
Office
Other
Retail
Self Storage
XX
Total

Average
Minimum
Maximum

                Distribution Of Property Types - Closing Status

                   Summation                Weighted Average
                 -------------       ------------------------------
Property Types   Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
--------------   ---   -------   -   ----   ----   ----   ---   ---
Industrial
LA
Lodging
Multifamily
Mixed Use
Office
Other
Retail
Self Storage
XX
Total

--------------------------------------------------------------------------------

Page 14 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Stratification - Geographic Distribution
--------------------------------------------------------------------------------

              Distribution by Geographic Location - Current Status

                         Summation                 Weighted Average
                        -------------       ------------------------------
Geographic              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
---------------------   ---   -------   -   ----   ----   ----   ---   ---
Alabama
Arkansas
Arizona
California
Colorado
Connecticut
District of Columbia
Florida
Georgia
Illinois
Kansas
Kentucky
Louisiana
Massachusetts
Maryland
Michigan
Minnesota
Missouri
North Carolina
Nebraska
New Jersey
New Mexico
Nevada
New York
Ohio
Oklahoma
Oregon
Pennsylvania
South Carolina
Tennessee
Utah
Virginia
Washington
Wisconsin
West Virginia
Various
Total

              Distribution by Geographic Location - Closing Status

                         Summation                 Weighted Average
                        -------------       ------------------------------
Geographic              Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
---------------------   ---   -------   -   ----   ----   ----   ---   ---
Alabama
Arkansas
Arizona
California
Colorado
Connecticut
District of Columbia
Florida
Georgia
Illinois
Kansas
Kentucky
Louisiana
Massachusetts
Maryland
Michigan
Minnesota
Missouri
North Carolina
Nebraska
New Jersey
New Mexico
Nevada
New York
Ohio
Oklahoma
Oregon
Pennsylvania
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Wisconsin
West Virginia
Various
Total

--------------------------------------------------------------------------------

Page 15 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Stratification - Financial Ratios and Other
--------------------------------------------------------------------------------

                         Distribution of Loan Seasoning

                           Summation                Weighted Average
                          -------------       ------------------------------
Terms                     Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
-----------------------   ---   -------   -   ----   ----   ----   ---   ---
0 - 23
24 - 59
60 - 89
90 - 119
120 - plus
Total

Average
Minimum
Maximum

                         Distribution of Maturity Dates

                           Summation                Weighted Average
                          -------------       ------------------------------
Year                      Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
-----------------------   ---   -------   -   ----   ----   ----   ---   ---
2012
2014
2016
2017
2022
Total

                       Distribution by Amortization Type

                           Summation                Weighted Average
                          -------------       ------------------------------
Amortization Type         Cnt   Balance   %   Term   Rate   DSCR   LTV   OCC
-----------------------   ---   -------   -   ----   ----   ----   ---   ---
Amortizing Balloon
Interest Only/Balloon
Interest Only/Amortizi
Total

       Distribution of Debt Service Coverage Ratios (DSCRs) - Most Recent

                           Summation             Weighted Average
                          -------------       -----------------------
Ratios                    Cnt   Balance   %   Term   Rate   LTV   OCC
-----------------------   ---   -------   -   ----   ----   ---   ---
0.0100 - 1.1999
1.2000 - 1.3999
1.4000 - 1.5999
1.6000 - 1.7999
1.8000 - 1.9999
2.0000 - 2.1999
2.2000 - plus
Total

                          Max DSCR            Min DSCR

                     Distribution of Loan-to-values (LTVs)

                           Summation              Weighted Average
                          -------------       ------------------------
Ratios                    Cnt   Balance   %   Term   Rate   DSCR   OCC
-----------------------   ---   -------   -   ----   ----   ----   ---
0.0100 - 0.4999
0.5000 - 0.5999
0.6000 - 0.6999
0.7000 - 0.7999
0.8000 - 0.8999
0.9000 - 0.9999
1.0000 - plus
Total

                          Max LTV             Min LTV

                     Distribution of Occupancy Percentages

                           Summation              Weighted Average
                          -------------       ------------------------
Percentages               Cnt   Balance   %   Term   Rate   LTV   DSCR
-----------------------   ---   -------   -   ----   ----   ---   ----
1% - 50%
50% - 60%
60% - 70%
70% - 80%
80% - 90%
90% - plus
Total

                          Max Occ             Min Occ

--------------------------------------------------------------------------------

Page 16 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Historical Loss Liquidation
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  Liquidation Components (time of resolution)
                    ----------------------------------------------------------------------------------------------------------
Investor                        Most Recent   Liquidation   Liquidation   Liquidation   Net Liquidation   Loss to Trust   Loss
No.        Period   Begin Bal    Appraisal    Sales Price    Proceeds       Expense        Proceeds                       Type
--------   ------   ---------   -----------   -----------   -----------   -----------   ---------------   -------------   ----
<S>        <C>      <C>         <C>           <C>           <C>           <C>           <C>               <C>             <C>






<CAPTION>
                             Subsequent Adjustments
           ----------------------------------------------------------
Investor   Adjustment   Adjustment   Minor Adjustment   Adjusted Loss
No.           Date        Amount                         Cumulative
--------   ----------   ----------   ----------------   -------------
<S>        <C>          <C>          <C>                <C>







</TABLE>

--------------------------------------------------------------------------------

Page 17 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Historical Bond/Collateral Realized Loss Reconciliation
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                     Liquidation Summary
                    -----------------------
Investor             Beginning    Aggregate
No.        Period   Balance (1)   Loss (2)
--------   ------   -----------   ---------
<S>        <C>      <C>           <C>






<CAPTION>
                                                    Certificate Level
           --------------------------------------------------------------------------------------------------
Investor   Prior Certificate   OC. Credit    Shortfalls/    Modification,   Subseq Claims    Curr Certificate
No.          Writedown (3)     Support (4)   Excesses (5)   ARA Adjs (6)    Recoveries (8)    Writedown (9)
--------   -----------------   -----------   ------------   -------------   --------------   ----------------
<S>        <C>                 <C>           <C>            <C>             <C>              <C>






<CAPTION>
                   Cash Adjustment
           --------------------------------
Investor       Cash        Curr Certificate
No.        Recovery (10)    Writedown Adj.
--------   -------------   ----------------
<S>        <C>             <C>






</TABLE>

Loan Status Code

1     Current Scheduled Beginning Balance of the Loan at Liquidation
2     Aggregate Realized Loss on Loans
3     Prior Realized Loss Applied to Certificates
4     Amounts covered by Overcollaterization and other Credit Supports
5     Interest (Shortages)/Excesses applied to Realized Losses
6     Modification Adjustments/Appraisal Reduction Adjustments
7     Additional (Recoveries) Expenses applied to Realized Losses
8     Realized Loss Applied to Certificates to Date ((3) - (4) - (5) - (6) +
        (7))
9     Recoveries of Realized Losses Paid as Cash
10    Recoveries/Realized Losses applied to Certificate Interest

Note: In the initial period, the Realized Loss Applied to certificates to Date
will equal Aggregate Realized Loss on Loans ( - (4) - (5) - (6) + (7)) versus
((3) - (4) - (5) - (6) + (7))

--------------------------------------------------------------------------------

Page 18 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Loan Level Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      Current P&I                            Status
           --------------------------------------------------------------   ----------
                 Principal Components                  Interest
Investor   ----------------------------------   -------------------------
No.        Begin Bal   Principal   Ending Bal   Rate   Accrual   Interest   PTD   Code
--------   ---------   ---------   ----------   ----   -------   --------   ---   ----
<S>        <C>         <C>         <C>          <C>    <C>       <C>        <C>   <C>






<CAPTION>
                       Static                             Financial
           -------------------------------   -----------------------------------
                                               Most Recent           Cutoff
Investor   Prop           Amort    Cutoff    ----------------   ----------------
No.        Type   State   Type    Maturity   DSCR   LTV   OCC   DSCR   LTV   OCC
--------   ----   -----   -----   --------   ----   ---   ---   ----   ---   ---
<S>        <C>    <C>     <C>     <C>        <C>    <C>   <C>   <C>    <C>   <C>






</TABLE>

Resolution Strategy Code

1     Modification
2     Foreclosure
3     Bankruptcy
4     Extension
5     Note Sale
6     DPO
7     REO
8     Resolved
9     Pending Return to Master Servicer
10    Deed in Lieu Of Foreclosure
11    Full Payoff
12    Reps and Warranties
13    Other or TBD

Loan Status Code

0     Current
A     Grace
B     0 - 29 Days
1     30 Days Delinquent
2     60 Days Delinquent
3     90 Days Delinquent
4     Matured Balloon
7     Foreclosure
9     REO

Property Type Code

MF    Multi-Family
RT    Retail
HC    Health Care
IN    Industrial
WH    Warehouse
MH    Mobile Home Park
OF    Office
MU    Mixed Use
LO    Lodging
SS    Self Storage
OT    Other

--------------------------------------------------------------------------------

Page 19 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Specially Serviced Loan Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                   Status/Resolutions                       Balance/Rate/Terms
           -----------------------------------   -----------------------------------------
                                                                               Remaining
Investor          Loan    Spec Serv    Resoln    Scheduled   Actual    Note   ------------
No.        PTD   Status   Trans Date   Strateg    Balance    Balance   Rate   Life   Amort
--------   ---   ------   ----------   -------   ---------   -------   ----   ----   -----
<S>        <C>   <C>      <C>          <C>       <C>         <C>       <C>    <C>    <C>






<CAPTION>
                        Static                                 Financial
           -------------------------------   --------------------------------------------
                                                     Most Recent              Cutoff
Investor   Prop           Amort    Cutoff    ---------------------------   --------------
No.        Type   State   Type    Maturity   DSCR   LTV   Phy Occ%   NOI   LTV   Phy Occ%
--------   ----   -----   -----   --------   ----   ---   --------   ---   ---   --------
<S>        <C>    <C>     <C>     <C>        <C>    <C>   <C>        <C>   <C>   <C>






</TABLE>

Resolution Strategy Code

1     Modification
2     Foreclosure
3     Bankruptcy
4     Extension
5     Note Sale
6     DPO
7     REO
8     Resolved
9     Pending Return to Master Servicer
10    Deed in Lieu Of Foreclosure
11    Full Payoff
12    Reps and Warranties
13    Other or TBD

Loan Status Code

0     Current
A     Grace
B     0 - 29 Days
1     30 Days Delinquent
2     60 Days Delinquent
3     90 Days Delinquent
4     Matured Balloon
7     Foreclosure
9     REO

Property Type Code

MF    Multi-Family
RT    Retail
HC    Health Care
IN    Industrial
WH    Warehouse
MH    Mobile Home Park
OF    Office
MU    Mixed Use
LO    Lodging
SS    Self Storage
OT    Other

--------------------------------------------------------------------------------

Page 20 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Specially Serviced Loan Comments
--------------------------------------------------------------------------------

                    Status/Resolutions
           ------------------------------------
Investor          Loan    Spec Serv     Resoln
No.        PTD   Status   Trans Date   Strategy   Description
--------   ---   ------   ----------   --------   -----------






--------------------------------------------------------------------------------

Page 21 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Appraisal Reduction Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                   Status/Resolutions                 Appraisal Reduction Components
           -----------------------------------   ------------------------------------------

Investor          Loan    Appraisal    Resoln    Scheduled     Appraisal            Actual
No.        PTD   Status   Redn Date   Strategy    Balance    Reduction Amt   ASER   Balance
--------   ---   ------   ---------   --------   ---------   -------------   ----   -------
<S>        <C>   <C>      <C>         <C>        <C>         <C>             <C>    <C>






<CAPTION>
                       Static                                Financial
           -------------------------------   ----------------------------------------
                                                    Most Recent              Cutoff
Investor   Prop           Amort    Cutoff    ---------------------------   ----------
No.        Type   State   Type    Maturity   DSCR   LTV   Phy Occ%   NOI   DSCR   LTV
--------   ----   -----   -----   --------   ----   ---   --------   ---   ----   ---
<S>        <C>    <C>     <C>     <C>        <C>    <C>   <C>        <C>   <C>    <C>






</TABLE>

Resolution Strategy Code

1     Modification
2     Foreclosure
3     Bankruptcy
4     Extension
5     Note Sale
6     DPO
7     REO
8     Resolved
9     Pending Return to Master Servicer
10    Deed in Lieu Of Foreclosure
11    Full Payoff
12    Reps and Warranties
13    Other or TBD

Loan Status Code

0     Current
A     Grace
B     0 - 29 Days
1     30 Days Delinquent
2     60 Days Delinquent
3     90 Days Delinquent
4     Matured Balloon
7     Foreclosure
9     REO

Property Type Code

MF    Multi-Family
RT    Retail
HC    Health Care
IN    Industrial
WH    Warehouse
OF    Office
MU    Mixed Use
LO    Lodging
SS    Self Storage
OT    Other

--------------------------------------------------------------------------------

Page 22 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Appraisal Reduction Comments
--------------------------------------------------------------------------------

                    Status/Resolutions
           ------------------------------------
Investor          Loan    Appraisal    Resoln
No.        PTD   Status   Redn Date   Strategy   Description
--------   ---   ------   ---------   --------   -----------






--------------------------------------------------------------------------------

Page 23 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Modifications/Extensions Detail/Description
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Modification Components
                          -------------------------------------------------------------------------------
           Modification            Modification Terms                          Cutoff/Current
Investor   ------------   --------------------------------------   --------------------------------------
No.        Date    Type   Balance   Rate   Maturity   P&I Amount   Balance   Rate   Maturity   P&I Amount   Description
--------   ----    ----   -------   ----   --------   ----------   -------   ----   --------   ----------   -----------
<S>        <C>     <C>    <C>       <C>    <C>        <C>          <C>       <C>    <C>        <C>          <C>






</TABLE>

Modification Type

1     Maturity Date
2     Amortization Change
3     Principal Write-off
4     Temporary Rate Reduction
5     Capitalization of Interest
6     Capitalization on Taxes
7     Other
8     Combination

--------------------------------------------------------------------------------

Page 24 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
REO Historical Detail
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Appraisal Information
                                              -----------------------------------
               REO            Balances
Investor   -----------   ------------------   Most Recent   Appraisal   Appraisal
No.        Date   Type   Scheduled   Actual      Date         Date      Redn Amt
--------   ----   ----   ---------   ------   -----------   ---------   ---------
<S>        <C>    <C>    <C>         <C>      <C>           <C>         <C>




<CAPTION>
                       Static                             Liquidation Detail
           -------------------------------   -----------------------------------------------

Investor   Prop           Amort    Cutoff    Liquidation   Net Liquidation   Realized
No.        Type   State   Type    Maturity      Date          Proceeds         Loss     Type
--------   ----   -----   -----   --------   -----------   ---------------   --------   ----
<S>        <C>    <C>     <C>     <C>        <C>           <C>               <C>        <C>




</TABLE>

REO Type

1     Paid-in-Full
2     Final Recovery Mode
3     Permitted Purchase
4     Final Recovery REO
5     Permitted Purchase of REO

--------------------------------------------------------------------------------

Page 25 of 26                                        Trust & Securities Services

<PAGE>

CD 2007-CD5                                                 Deutsche Bank {LOGO]

Commercial Mortgage Backed Notes

December 17, 2007 Distribution

--------------------------------------------------------------------------------
Material Breaches and Document Defects
--------------------------------------------------------------------------------

                    Status/Resolutions
           -------------------------------------
Investor          Loan    Breach or      Resoln
No.        PTD   Status   Defect Date   Strategy   Description
--------   ---   ------   -----------   --------   -----------






--------------------------------------------------------------------------------

Page 26 of 26                                        Trust & Securities Services



<PAGE>

                                    EXHIBIT L

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]

Deutsche Bank Trust Company Americas,
as Certificate Administrator
c/o DB Services Tennessee
648 Grassmere Park Road
Nashville, Tennessee 37211
Attention: Transfer Unit, CD 2007-CD5

Re:   Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD5

            In accordance with the Pooling and Servicing Agreement, dated as of
November 1, 2007 (the "Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as depositor (the "Depositor"), Capmark Finance Inc., as
a master servicer (the "Capmark Master Servicer"), Wachovia Bank, National
Association, as a master servicer (the "Wachovia Master Servicer," and together
with the Capmark Master Servicer, the "Master Servicers"), LNR Partners, Inc.,
as special servicer (the "Special Servicer"),Wells Fargo Bank, N.A., as trustee
and custodian (in its capacity as trustee, the "Trustee"), and Deutsche Bank
Trust Company Americas, as certificate administrator and paying agent (in its
capacity as certificate administrator, the "Certificate Administrator"). 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.

            t 12 0 2. The undersigned is requesting access to the Certificate
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 Certificate 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 Certificate 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 Master Servicers, the Special Servicer, the Certificate
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 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.

                                       [Insert Name of Certificate Owner or
                                          Prospective Purchaser]


                                       By:
                                          --------------------------------------
                                          Title:
                                          Company:
                                          Phone:

<PAGE>

                                    EXHIBIT M

                    FORM OF SUB-SERVICER BACKUP CERTIFICATION

                    CD 2007-CD5 Mortgage Trust (the "Trust")

            As contemplated by Section 10.08 of that certain Pooling and
Servicing Agreement, dated as of November 1, 2007 (the "Pooling and Servicing
Agreement"), among Deutsche Mortgage and Asset Receiving Corporation, as
depositor, Capmark Finance Inc., as a master servicer (the "Capmark Master
Servicer"), Wachovia Bank, National Association, as a master servicer (the
"Wachovia Master Servicer," and together with the Capmark Master Servicer, the
"Master Servicers"), LNR Partners, Inc., as special servicer (the "Special
Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as
trustee, the "Trustee"), and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate Administrator"), [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 Depositor, the [Capmark] [Wachovia] Master Servicer, the
Certificate Administrator, the Trustee and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

            (i) [Based on my knowledge, with respect to the period ending
      [December 31, 20__] (the "Relevant Period"), all servicing information and
      all reports required to be submitted by the Sub-Servicer to the
      Certificate Administrator 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 Sub-Servicer to the Certificate Administrator for
      inclusion in these reports;]

            (ii) [Based on my knowledge, with respect to the Relevant Period,
      all servicing information and all reports required to be submitted by the
      Sub-Servicer to the [Capmark] [Wachovia] Master Servicer pursuant to the
      Sub-Servicing Agreement (the "Sub-Servicer Reports") have been submitted
      by the Sub-Servicer to the [Capmark] [Wachovia] Master Servicer;]

            (iii) Based on my knowledge, the information contained in the
      Servicer Reports and Sub-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__;

            (iv) I am responsible for reviewing the activities performed by the
      Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my
      knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements for inclusion on Form 10-K pursuant to
      Items 1122 and 1123 of Regulation AB with respect to the Sub-Servicer, and
      except as disclosed in the compliance certificate delivered by the
      Sub-Servicer under Section __ of the Sub-Servicing Agreement, the
      Sub-Servicer has fulfilled its obligations under the Sub-Servicing
      Servicing Agreement in all material respects;

            (v) I have disclosed to the accountants that are to deliver the
      annual attestation report on assessment of compliance with the Relevant
      Servicing Criteria in respect of the Sub-Servicer with respect to the
      Trust's fiscal year 20__ all information relating to the Sub-Servicer's
      assessment of compliance with the Relevant Servicing Criteria, in order to
      enable them to conduct a review in compliance with the standards for
      attestation engagements issued or adopted by the PCAOB; and

            (vi) All annual assessment reports required under Section __ of the
      Sub-Servicing Agreement and their related annual attestation reports
      required to be provided to the [Capmark] [Wachovia] Master Servicer, the
      Certificate Administrator and the Depositor by the Sub-Servicer or any
      Servicing Function Participant retained by the Sub-Servicer under or as
      contemplated by the Pooling and Servicing Agreement and the Sub-Servicing
      Agreement have been provided thereby. Based on my knowledge, all material
      instances of noncompliance with the Relevant Servicing Criteria have been
      disclosed in such reports, in each case based upon the annual attestation
      report provided by a registered public accounting firm, after conducting a
      review in compliance with the standards for attestation engagements issued
      or adopted by the PCAOB, delivered pursuant to Section __of the
      Sub-Servicing Agreement.

<PAGE>

            Capitalized terms used but not defined herein have the meanings set
forth in the Sub-Servicing Agreement or, if not defined in the Sub-Servicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.

Date: _____________________

                                       [Insert Name Of Sub-Servicer]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT N

                         FORM OF PURCHASE OPTION NOTICE

Capmark Finance Inc.
116 Welsh Road
Horsham, Pennsylvania 19044
Attention: Servicing Manager Director
Fax No.: (215) 328-3478

Wachovia Real Estate Services
NC1075 9th Floor
201 S. College Street
Charlotte, NC 28244-1075
Attention: Deutsche Commercial Mortgage Pass-Through Certificates Series CD
2007-CD5
Facsimile No.: (704) 715-0473

Deutsche Bank Trust Company Americas,
as Certificate Administrator
1761 East Saint Andrew Place
Santa Ana, California 92705
Attention: Trust Administration - CD07C5

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS), CD 2007-CD5

      Re:   CD 2007-CD5 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, dated as of November 1, 2007 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Capmark Finance Inc., as a master servicer (the "Capmark Master Servicer"),
Wachovia Bank, National Association, as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"),
Wells Fargo Bank, N.A., as trustee and custodian, and Deutsche Bank Trust
Company Americas, as certificate administrator and paying agent. 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 applicable Master
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 such Master 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 applicable Master 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 such Master 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 applicable Master 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,


                                       [Insert Name of Option Holder]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

            [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 O

                      FORM OF TRUSTEE BACKUP CERTIFICATION

                    CD 2007-CD5 Mortgage Trust (The "Trust")

            The undersigned, __________, a __________ of Wells Fargo Bank, N.A.,
on behalf of Wells Fargo Bank, N.A., as Trustee (the "Trustee"), under that
certain Pooling and Servicing Agreement, dated as of November 1, 2007 (the
"Pooling and Servicing Agreement"), entered into by Deutsche Mortgage & Asset
Receiving Corporation , as depositor, Capmark Finance Inc., as a master servicer
(the "Capmark Master Servicer"), Wachovia Bank, National Association, as a
master servicer (the "Wachovia Master Servicer," and together with the Capmark
Master Servicer, the "Master Servicers"), LNR Partners, Inc., as special
servicer (the "Special Servicer"), Wells Fargo Bank, N.A., as trustee and
custodian (in its capacity as trustee, the "Trustee"), and Deutsche Bank Trust
Company Americas, as certificate administrator and paying agent (in its capacity
as certificate administrator, the "Certificate Administrator"), 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 10-D 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, any information in the Reports
prepared or calculated by the Trustee (but not including any mortgage loan
information provided to the Trustee by the applicable Master Servicer, the
Special Servicer or the Certificate Administrator, that was used as a basis for
such preparations or calculations), 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;

            3. To the best of my knowledge, all of the distribution, servicing
and other information provided to the Trustee by the applicable Master Servicer,
the Special Servicer or the Certificate Administrator under the Pooling and
Servicing Agreement for inclusion in the Reports is included in the Reports;

            4. I am responsible for reviewing the activities performed by the
Trustee and based on my knowledge and the compliance reviews conducted in
preparing the Trustee compliance statements required for inclusion on Form 10-K
pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports,
the Trustee has fulfilled its obligations in all material respects under the
Pooling and Servicing Agreement; and

            5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Certificate Administrator and the Depositor by
the Trustee or any Servicing Function Participant retained by the Trustee under
or as contemplated by the Pooling and Servicing Agreement have been provided
thereby. Based on my knowledge, all material instances of noncompliance with the
Relevant Servicing Criteria have been disclosed in such reports, in each case
based upon the annual attestation report provided by a registered public
accounting firm, after conducting a review in compliance with the standards for
attestation engagements issued or adopted by the PCAOB, delivered pursuant to
Section 10.13 of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.

Date: _____________________

                                       WELLS FARGO BANK, N.A.


                                       By:
                                          -------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT P

             FORM OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION

                    CD 2007-CD5 Mortgage Trust (The "Trust")

            The undersigned, __________, a __________ of DEUTSCHE BANK TRUST
COMPANY AMERICAS, on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Certificate Administrator (the "Certificate Administrator"), under that certain
Pooling and Servicing Agreement, dated as of November 1, 2007 (the "Pooling and
Servicing Agreement"), entered into by Deutsche Mortgage & Asset Receiving
Corporation , as depositor, Capmark Finance Inc., as a master servicer (the
"Capmark Master Servicer"), Wachovia Bank, National Association, as a master
servicer (the "Wachovia Master Servicer," and together with the Capmark Master
Servicer, the "Master Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer"), Wells Fargo Bank, N.A., as trustee and custodian (in its
capacity as trustee, the "Trustee"), and Deutsche Bank Trust Company Americas,
as certificate administrator and paying agent, 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 10-D 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, any information in the Reports
prepared or calculated by the Certificate Administrator (but not including any
mortgage loan information provided to the Certificate Administrator by the
applicable Master Servicer, the Special Servicer or the Trustee that was used as
a basis for such preparations or calculations), 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;

            3. To the best of my knowledge, all of the distribution, servicing
and other information provided to the Certificate Administrator by the
applicable Master Servicer, the Special Servicer or the Trustee under the
Pooling and Servicing Agreement for inclusion in the Reports is included in the
Reports;

            4. I am responsible for reviewing the activities performed by the
Certificate Administrator and based on my knowledge and the compliance reviews
conducted in preparing the Certificate Administrator compliance statements
required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and
except as disclosed on any Reports, the Certificate Administrator has fulfilled
its obligations in all material respects under the Pooling and Servicing
Agreement; and

            5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Depositor by the Certificate Administrator or any
Servicing Function Participant retained by the Certificate Administrator under
or as contemplated by the Pooling and Servicing Agreement have been provided
thereby. Based on my knowledge, all material instances of noncompliance with the
Relevant Servicing Criteria have been disclosed in such reports, in each case
based upon the annual attestation report provided by a registered public
accounting firm, after conducting a review in compliance with the standards for
attestation engagements issued or adopted by the PCAOB, delivered pursuant to
Section 10.13 of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.

Date: _____________________

                                       DEUTSCHE BANK TRUST COMPANY AMERICAS


                                       By:
                                          -------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT Q

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION

                    CD 2007-CD5 Mortgage Trust (the "Trust")

            I, [identify the certifying individual], a [_______________] of
[CAPMARK FINANCE INC., a California corporation] [WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association], as a Master Servicer under that
certain Pooling and Servicing Agreement, dated as of November 1, 2007 (the
"Pooling and Servicing Agreement"), among Deutsche Mortgage and Asset Receiving
Corporation, as depositor, Capmark Finance Inc., as a master servicer (the
"Capmark Master Servicer"), as a master servicer (the "Wachovia Master
Servicer," and together with the Capmark Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special
Servicer"),Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as
trustee, the "Trustee"), and Deutsche Bank Trust Company Americas, as
certificate administrator and paying agent (in its capacity as certificate
administrator, the "Certificate Administrator"), on behalf of the [Capmark]
[Wachovia] Master Servicer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], 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 my knowledge, with respect to the period ending
[December 31, 20__] (the "Relevant Period"), and assuming the accuracy of the
statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant
Period and assuming the accuracy of the statements required to be made by the
sub-servicer in the sub-servicer backup certification delivered by any Servicing
Function Participant relating to the Relevant Period, all servicing information
and all reports required to be submitted by the [Capmark] [Wachovia] Master
Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and
3.13(c) of 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 [Capmark]
[Wachovia] Master Servicers to the Certificate Administrator for inclusion in
these reports;

            2. Based on my knowledge, and assuming the accuracy of the
statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant
Period and the statements required to be made by the sub-servicer in the
sub-servicer backup certificate delivered by any Servicing Function Participant
relating to the Relevant Period, 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. I am responsible for reviewing the activities performed by the
[Capmark] [Wachovia] Master Servicer under the Pooling and Servicing Agreement
and based upon my knowledge and the annual compliance reviews conducted in
preparing the servicer compliance statements required for inclusion on Form 10-K
pursuant to Item 1123 of Regulation AB with respect to the [Capmark] [Wachovia]
Master Servicer, and except as disclosed in the compliance certificate delivered
by the [Capmark] [Wachovia] Master Servicer under Section 10.11. of the Pooling
and Servicing Agreement, the [Capmark] [Wachovia] Master Servicer have fulfilled
their obligations under the Pooling and Servicing Agreement in all material
respects;

            4. I have disclosed to the accountants that are to deliver the
annual attestation report on assessment of compliance with the Relevant
Servicing Criteria in respect of the [Capmark] [Wachovia] Master Servicer with
respect to the Trust's fiscal year _____ all information relating to the
[Capmark] [Wachovia] Master Servicer's assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a review in
compliance with the standards for attestation engagements issued or adopted by
the PCAOB; and

            5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Certificate Administrator and the Depositor by
the [Capmark] [Wachovia] Master Servicer or any Servicing Function Participant
retained by the [Capmark] [Wachovia] Master Servicer (other than a Loan Seller
Sub-Servicer) under or as contemplated by the Pooling and Servicing Agreement
have been provided thereby. Based on my knowledge, all material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such
reports, in each case based upon the annual attestation report provided by a
registered public accounting firm, after conducting a review in compliance with
the standards for attestation engagements issued or adopted by the PCAOB,
delivered pursuant to Section 10.13 of the Pooling and Servicing Agreement.

            [In giving the certification above, I have reasonably relied on and
make no certification as to information provided to me by the following
unaffiliated parties: [name(s) of servicer, sub-servicer or co-servicer not
retained by the master servicer giving certification] and, notwithstanding the
foregoing certifications, neither I nor [Capmark] [Wachovia] Master Servicer
makes any certification under the foregoing clauses (2) and (3) with respect to
the information in the Servicing Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing
Agreement.]

            Capitalized terms used but not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.

Date: _____________________

                                       [CAPMARK FINANCE INC.] [WACHOVIA BANK,
                                          NATIONAL ASSOCIATION]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

                    CD 2007-CD5 Mortgage Trust (the "Trust")

            I, [identify the certifying individual], a [_______________] of LNR
PARTNERS, INC. as special servicer (the "Special Servicer") with respect to all
of the Mortgage Loans other than the Charles River Plaza North Loan under that
certain Pooling and Servicing Agreement, dated as of November 1, 2007 (the
"Pooling and Servicing Agreement"), among Deutsche Mortgage and Asset Receiving
Corporation, as depositor, Capmark Finance Inc., as a master servicer (the
"Capmark Master Servicer"), Wachovia Bank, National Association, as a master
servicer (the "Wachovia Master Servicer," and together with the Capmark Master
Servicer, the "Master Servicers"), LNR Partners, Inc., as special servicer,
Wells Fargo Bank, N.A., as trustee and custodian (in its capacity as trustee,
the "Trustee"), and Deutsche Bank Trust Company Americas, as certificate
administrator and paying agent (in its capacity as certificate administrator,
the "Certificate Administrator"), on behalf of the Special Servicer, certify to
[Name of Certifying Person(s) for Sarbanes-Oxley Certification], 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 my 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
applicable Master Servicers, the Depositor 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 applicable Master
Servicers, the Depositor, the Trustee or the Certificate Administrator, as
applicable, for inclusion in these reports;

            2. Based on my 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__];

            3. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance reviews conducted in preparing the servicer
compliance statements required in this report under Item 1123 of Regulation AB
with respect to the Special Servicer, and except as disclosed in the compliance
certificate delivered by the Special Servicer under Section 10.11 of the Pooling
and Servicing Agreement, the Special Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects;

            4. I have disclosed to the accountants that are to deliver the
annual attestation report on assessment of compliance with the Relevant
Servicing Criteria in respect of the Special Servicer with respect to the
Trust's fiscal year _____ all information relating to the Special Servicer
assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and

            5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation reports
required to be provided to the Certificate Administrator and the Depositor by
the Special Servicer or any Servicing Function Participant retained by the
Special Servicer under or as contemplated by the Pooling and Servicing Agreement
have been provided thereby. Based on my knowledge, all material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such
reports, in each case based upon the annual attestation report provided by a
registered public accounting firm, after conducting a review in compliance with
the standards for attestation engagements issued or adopted by the PCAOB,
delivered pursuant to Section 10.13 of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.

Date: _____________________

                                       LNR PARTNERS, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT S

                       FORM OF NOTIFICATION FROM CUSTODIAN

                                     [DATE]

To the Persons Listed on the attached Schedule A

      Re:   Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD5

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of November 1, 2007 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Capmark Finance Inc., as a master servicer, Wachovia Bank, National Association,
as a master servicer, LNR Partners, Inc., as special servicer, Wells Fargo Bank,
N.A., as trustee and custodian, and Deutsche Bank Trust Company Americas, as
certificate 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.

                                       WELLS FARGO BANK, N.A., as Custodian


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   SCHEDULE A

                                       TO

                       FORM OF NOTIFICATION FROM CUSTODIAN

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS), CD 2007-CD5

Deutsche Bank Trust Company Americas,
as Certificate Administrator
1761 East Saint Andrew Place
Santa Ana, California 92705
Attention: Trust Administration - CD07C5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005
Attention: Helaine M. Kaplan

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida  33139
Attention: Randy Wolpert
Fax number: (305) 695-5601

To the applicable Master Servicer:

Capmark Finance Inc.
116 Welsh Road
Horsham, Pennsylvania 19044
Attention: Servicing Manager Director
Fax number: (215) 328-3478

Wachovia Real Estate Services
NC1075 9th Floor
201 S. College Street
Charlotte, NC 28244-1075
Attention: Deutsche Commercial Mortgage Pass-Through Certificates Series CD
2007-CD5
Facsimile No.: (704) 715-0473

To the applicable Mortgage Loan Seller:

German American Capital Corporation
60 Wall Street
New York, New York  10005
Attention: Lainie Kaye

Citigroup Global Markets Realty Corp.
388 Greenwich Street, 19th Floor
New York, New York 10013
Attention: Angela Vleck
Fax number: (212) 816-8307

Artesia Mortgage Capital Corporation
1180 Northwest Maple Street, Suite 202
Issaquah, Washington 98027
Attention: Diana Kelsey Kutas
Fax number: (425) 313-1005

SunTrust Bank
303 Peachtree Street, N.E., 23rd Floor
Atlanta, Georgia 30308
Attention: Paula Light Wiser
Fax number: (404) 813-0000

CWCapital LLC
1540 Broadway, 23rd Floor
New York, New York 10036
Attention: Paul A. Sherrington

<PAGE>

                                 DEFECT SCHEDULE

                     TO FORM OF NOTIFICATION FROM CUSTODIAN

<PAGE>

                                   EXHIBIT T-1

                   FORM OF CLOSING DATE TRUSTEE CERTIFICATION

                                     [Date]

Capmark Finance Inc.
116 Welsh Road
Horsham, Pennsylvania 19044

Wachovia Real Estate Services
NC1075 9th Floor
201 S. College Street
Charlotte, NC 28244-1075
Attention: Deutsche Commercial Mortgage Pass-Through Certificates Series CD
2007-CD5
Facsimile No.: (704) 715-0473

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida  33139
Attention: Randy Wolpert

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

Deutsche Bank Trust Company Americas,
as Certificate Administrator
1761 East Saint Andrew Place
Santa Ana, California 92705

Fitch, Inc.
One State Street Plaza
New York, New York 10004

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Rating Services.
55 Water Street
New York, New York 10041

German American Capital Corporation
60 Wall Street
New York, New York 10005

Citigroup Global Markets Realty Corp.
388 Greenwich Street, 19th Floor
New York, New York 10013

Artesia Mortgage Capital Corporation
1180 Northwest Maple Street, Suite 202
Issaquah, Washington 98027

SunTrust Bank
303 Peachtree Street, N.E., 23rd Floor
Atlanta, Georgia 30308

CWCapital LLC
1540 Broadway, 23rd Floor
New York, New York 10036



      Re:   Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD5

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of November 1, 2007 (the "Agreement"), entered into by
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Capmark Finance
Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia Bank,
National Association, as a master servicer (the "Wachovia Master Servicer," and
together with the Capmark Master Servicer, the "Master Servicers"), LNR
Partners, Inc., as special servicer, as trustee and custodian (in its capacity
as trustee, the "Trustee," and in its capacity as custodian, the "Custodian"),
and Deutsche Bank Trust Company Americas, as certificate 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, a
copy of the Mortgage (whether or not recorded), a copy of any related ground
leases, the originals (or copies if the original is held by the applicable
Master Servicer) 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
(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


                                       By:
                                          --------------------------------------
                                          Corporate Trust Officer
                                          Name:
                                          Title:

<PAGE>

                                   SCHEDULE A
                      TO CLOSING DATE TRUSTEE CERTIFICATION

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                   EXHIBIT T-2

                   FORM OF POST-CLOSING TRUSTEE CERTIFICATION

                                     [Date]


Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005

Capmark Finance Inc.
116 Welsh Road
Horsham, Pennsylvania 19044

Wachovia Real Estate Services
NC1075 9th Floor
201 S. College Street
Charlotte, NC 28244-1075
Attention: Deutsche Commercial Mortgage Pass-Through Certificates Series CD
2007-CD5
Facsimile No.: (704) 715-0473

LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida  33139
Attention: Randy Wolpert

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

Deutsche Bank Trust Company Americas,
as Certificate Administrator
1761 East Saint Andrew Place
Santa Ana, California 92705

Fitch, Inc.
One State Street Plaza
New York, New York 10004

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Rating Services.
55 Water Street
New York, New York 10041

German American Capital Corporation
60 Wall Street
New York, New York 10005

Citigroup Global Markets Realty Corp.
388 Greenwich Street, 19th Floor
New York, New York 10013

Artesia Mortgage Capital Corporation
1180 Northwest Maple Street, Suite 202
Issaquah, Washington 98027

SunTrust Bank
303 Peachtree Street, N.E., 23rd Floor
Atlanta, Georgia 30308

CWCapital LLC
1540 Broadway, 23rd Floor
New York, New York 10036



      Re:   Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD5

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of November 1, 2007 (the "Agreement") entered into by
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Capmark Finance
Inc., as a master servicer (the "Capmark Master Servicer"), Wachovia Bank,
National Association, as a master servicer (the "Wachovia Master Servicer," and
together with the Capmark Master Servicer, the "Master Servicers"), LNR
Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as trustee and
custodian (in its capacity as trustee, the "Trustee," and in its capacity as
custodian, the "Custodian"), and Deutsche Bank Trust Company Americas, as
certificate 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 (whether or not recorded), a copy of any related ground leases, the
originals (or copies, if the original is held by the applicable Master Servicer)
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 to 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


                                       By:
                                          --------------------------------------
                                          Corporate Trust Officer
                                          Name:
                                          Title:

<PAGE>

                                   SCHEDULE A

                      TO POST-CLOSING TRUSTEE CERTIFICATION

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT U

  FORM OF NOTICE TO THE TRUSTEE, CERTIFICATE ADMINISTRATOR, FITCH, MOODY'S AND
       S&P FROM THE MASTER SERVICER 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]

 [For Mortgage Loans having a Stated Principal Balance of $35,000,000 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]

                                     [Date]

To:     Fitch, Inc.                         Deutsche Bank Trust Company
        One State Street Plaza              Americas,
        New York, New York 10004            as Certificate Administrator
                                            1761 East Saint Andrew Place
        Moody's Investors Service, Inc.     Santa Ana, California 92705
        99 Church Street                    Attention: Trust
        New York, New York 10007            Administration-CD07C5
        Attn: Commercial Mortgage
        Surveillance
                                            Wells Fargo Bank, N.A.
        Standard & Poor's Rating Services.  9062 Old Annapolis Road
        55 Water Street                     Columbia, Maryland 21045
        New York, New York 10041

From: [Capmark Finance Inc. (the "Capmark Master Servicer")] [Wachovia Bank,
      National Association (the "Wachovia Master Servicer")] in its capacity as
      master servicer under the Pooling and servicing agreement, dated as of
      November 1, 2007 (the "Pooling and Servicing Agreement"), among the
      [Capmark] [Wachovia] Master Servicer, Wells Fargo Bank, N.A., as trustee
      and custodian, Deutsche Bank Trust Company Americas, as certificate
      administrator and paying agent, and certain other parties.

      Re:   Deutsche Mortgage & Asset Receiving Corporation, Commercial Mortgage
            Pass-Through Certificates Series CD 2007-CD5 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 THE [CAPMARK] [WACHOVIA] MASTER
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 [Capmark] [Wachovia] Master Servicer has determined, consistent
with the applicable 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, (iv) interest-only
direct debt obligations of the Resolution Funding Corporation or (v) other
"government securities" as defined in Section 2(a)(16) of the Investment Company
Act of 1940, as amended. 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 Fitch, Moody's and 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
Fitch, Moody's and S&P confirming that the organizational documents of such
Defeasance Obligor were previously approved by Fitch, Moody's and S&P. 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][$35 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 the [Capmark] [Wachovia] Master Servicer (the "Current Report"),
unless such Defeasance Obligor's parent has executed an indemnity agreement in
favor of the Trust in a form approved by Fitch, Moody's and S&P.

            7. The defeasance documents require that the defeasance collateral
be credited to an eligible account (as defined in the Fitch, Moody's and 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
Fitch, Moody's and 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 [Capmark] [Wachovia] Master
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 [Capmark] [Wachovia] Master 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, (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 [Capmark] [Wachovia] Master 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][$35,000,000] 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 [Capmark] [Wachovia] Master Servicer.

            IN WITNESS WHEREOF, the [Capmark] [Wachovia] Master Servicer has
caused this notice to be executed as of the date captioned above.

                                       [CAPMARK FINANCE INC.] [WACHOVIA BANK,
                                       NATIONAL ASSOCIATION]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT A

   TO FORM OF NOTICE TO THE TRUSTEE, CERTIFICATE ADMINISTRATOR, FITCH, MOODY'S
     AND S&P FROM THE MASTER SERVICER REGARDING DEFEASANCE OF MORTGAGE LOAN

                   FORM OF NOTICE AND CERTIFICATION REGARDING
                           DEFEASANCE OF MORTGAGE LOAN

                              (List of Exceptions)

<PAGE>

                                    EXHIBIT B

   TO FORM OF NOTICE TO THE TRUSTEE, CERTIFICATE ADMINISTRATOR, FITCH, MOODY'S
     AND S&P FROM THE MASTER SERVICER REGARDING DEFEASANCE OF MORTGAGE LOAN

                   PERFECTED SECURITY INTEREST REPRESENTATIONS

General:

            [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.

            The [Deposit Account] constitutes a "deposit account" within the
meaning of the applicable UCC.

            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:

            [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.

            [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:

            [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.

            [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].

            [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].

            [Debtor] has taken all steps necessary to cause [Secured Party] to
become the account holder of the [Deposit Account].

Priority:

            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 V-1

                            INFORMATION REQUEST FORM

                                     [DATE]

[Address of party from whom information is requested]

      Re:   Deutsche Mortgage Asset & Receiving Corporation, Commercial Mortgage
            Pass Through Certificates, CD 2007-CD5

            In accordance with the Pooling and Servicing Agreement, dated as of
November 1, 2007 (the "Agreement"), entered into by Deutsche Mortgage Asset &
Receiving Corporation, as depositor, Capmark Finance Inc., as a master servicer,
Wachovia Bank, National Association, as a master servicer, LNR Partners, Inc.,
as special servicer, Wells Fargo Bank, N.A., as trustee and custodian, and
Deutsche Bank Trust Company Americas, as certificate administrator and paying
agent, with respect to the above referenced certificates (the "Certificates"),
the undersigned hereby certifies and agrees as follows:

            The undersigned is a beneficial owner or prospective purchaser of
the Class [__] Certificates.

            The undersigned is requesting from [name of party from whom
information is requested] certain information (the "Information") pursuant to
the provisions of the Agreement.

            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.

            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.

            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 Certificate
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.

            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.

                                       [Insert Name of Beneficial Owner or
                                          Prospective Purchaser]


                                       By:
                                          --------------------------------------
                                          Title:
                                          Company:
                                          Phone:

<PAGE>

                                   EXHIBIT V-2

                            CONFIDENTIALITY AGREEMENT

            This Confidentiality Agreement (this "Agreement") is made as of
_________, 20__, by and between [Capmark Finance Inc. a California Corporation
("Capmark")] [Wachovia Bank, National Association, a national banking
association ("Wachovia")] and ___________________ ("Recipient").

            WHERAS, Recipient is the holder of certain certificates, notes or
other securities listed on Exhibit A (the "Certificates") that are
collateralized by or evidence interests in commercial mortgage loans ("Mortgage
Loans") secured by the underlying mortgage properties ("Mortgage Properties")
and that are issued under certain pooling and servicing agreements, trust
agreements, indentures, trust indentures or other similar instruments (the
"Pooling Agreements");

            WHEREAS, [Capmark] [Wachovia] is a master servicer under the Pooling
Agreement with responsibilities, among other things, to service certain Mortgage
Loans in a manner that maximizes collections thereon for the benefit of
investors in the related Certificates;

            WHEREAS, [Capmark] [Wachovia] and Recipient desire to enter into
this agreement to establish arrangements related to the exchange of information
and to ensure that the disclosure and use of such information is managed in a
manner consistent with applicable federal and state securities and other laws
and regulations and in accordance with their respective internal policies and
procedures;

            NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto hereby agree as follows:

            1. Provision of Information. The parties hereto acknowledge that
[Capmark] [Wachovia] has no obligation to give Recipient any information with
respect to the Mortgage Loans, Mortgaged Properties, including any real estate
owned ("REO") properties, and other properties that are part of the trusts
created under the applicable Pooling Agreements, other than in accordance with
the applicable Pooling Agreements, but that [Capmark] [Wachovia] may communicate
to Recipient, information regarding certain of the Mortgage Loans, REO
properties, Mortgaged Properties or other properties that are part of the trusts
created under the applicable Pooling Agreements (the "Information"). Recipient
acknowledges that the Information may be confidential, proprietary or otherwise
not generally available to the public and that [Capmark] [Wachovia] may cease
communicating the Information to Recipient, at any time, in its sole discretion.

            2. Nondisclosure of Information. The Information shall, except as
otherwise provided herein, be kept confidential by Recipient, and Recipient
shall (a) inform each of its affiliates, officers, directors, employees,
attorneys, accountants and agents (the "Representatives") receiving the
Information of the confidential nature of the Information and of this Agreement,
(b) direct its Representatives to treat the Information confidentially and (c)
be responsible for any Liabilities (as defined below) of any kind or nature
incurred by or on behalf of [Capmark] [Wachovia] arising out of, or as a result
of, any improper use or disclosure of the Information directly or indirectly
through or as a result of Recipient or any of its Officers, Directors or
Employees.

            3. Treatment of Information.

            (a) Recipient agrees, in connection with any potential purchase or
      sale of Certificates, to furnish to prospective purchasers or sellers
      (each, a "Counterparty") all Information and other information as required
      by the Securities Act of 1933, as amended (the "Securities Act"), and
      other applicable laws and rules to assist such Counterparty in evaluating
      the purchase or sale of any Certificates. Information shall be used and
      disclosed by Recipient and its Representatives only in strict compliance
      with this Agreement and applicable federal and state securities and other
      laws and rules and their internal policies and procedures. Recipient will
      not use or disclose the Information in any manner that could result in a
      violation of 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.

            (b) If Recipient sells all of the Certificates or any prospective
      Counterparty elects not to purchase any Certificates, Recipient will
      destroy or return to [Capmark] [Wachovia] all Information that has been
      provided to Recipient or any prospective Counterparty and Recipient will
      destroy/delete all summaries, notes, studies, compilations, documents and
      written or electronic copies and records (collectively "Derivative
      Information") that reflect any such Information prepared by Recipient or
      any other person or entity that may have gained access to such Information
      directly or indirectly through or as a result of Recipient, Recipient
      shall advise any prospective Counterparty of the confidential nature of
      the information provided by or on behalf of Recipient to any prospective
      Counterparty. That destruction/deletion will be confirmed in writing to
      [Capmark] [Wachovia] if so requested by [Capmark] [Wachovia] in writing.
      Notwithstanding the foregoing, Recipient and its Representatives may
      retain any Information to the extent required under applicable legal and
      regulatory requirements. Any such Information not so destroyed/deleted (or
      returned/delivered) shall remain subject to this Agreement.

      [[WITH REGARD TO WACHOVIA ONLY] The Recipient acknowledges that Wachovia
      is a large, diversified financial services institution with many contacts
      in the market. Nothing contained herein shall preclude Wachovia from
      pursuing its ordinary course financing business, which may include assets
      or programs similar to those described in the Information, provided
      Wachovia does not disclose or use any such Information contrary to the
      provisions of this agreement.]

            4. Public Information and Legal Disclosure. The confidentiality
provisions of this Agreement will not apply to such portions of the Information
that (a) are or become generally available to the public through no action by
Recipient or its Representative or (b) are or become available to you on a
nonconfidential basis prior to its disclosure by Wachovia or (c) are or become
available to Recipient or any prospective Counterparty on a non-confidential
basis from a source, other than [Capmark] [Wachovia], provided that Recipient
nor any of its representatives are aware that such source is under an obligation
(whether contractual, legal or fiduciary) or (d) are or become available
pursuant to and in accordance with the Pooling Agreement governing the
Information (and subject to any confidentiality or other obligations with
respect to such Information as may be contained in the Pooling Agreement) or (e)
information which is required to be disclosed by Recipient or its outside
counsel under compulsion of law (whether by oral question, interrogatory,
subpoena, civil investigative demand or otherwise) or by order or request of any
court or government or regulatory body to whose supervisory authority Recipient
is subject. Recipient agrees to use best efforts to notify [Capmark] [Wachovia]
to the extent permitted by law, and make commercially reasonable efforts to
cooperate with [Capmark] [Wachovia] if Recipient (1) has actual knowledge any
Information has been improperly disclosed or used or (2) learns about any court
order or other legal requirement that seeks to compel disclosure of the
Information so that [Capmark] [Wachovia] may seek a protective order or other
appropriate legal relief from the compelled disclosure. If [Capmark] [Wachovia]
notifies Recipient that it will not pursue relief from a legally compelled
disclosure or if [Capmark] [Wachovia] does not timely obtain such relief,
Recipient agrees to furnish only that portion of the Information which, in the
reasonable judgment of its legal counsel, is legally required to be disclosed
and to use reasonable efforts to obtain assurance that confidential treatment
will be accorded the disclosed Information. The Information that is disclosed
will otherwise continue to be considered Information under this Agreement.

            5. Indemnity. Investor Name shall indemnify [Capmark] [Wachovia] and
each Person that controls [Capmark] [Wachovia] within the meaning of Section 15
of the Securities Act of 1933, as amended, and hold each of them harmless
against any and all claims, causes of action, demands, liabilities, damages,
costs and expenses (collectively, "Liabilities") of any kind or nature
(including, without limitation, all reasonable attorneys' fees and costs before
and at trial and at all appellate levels, as the case may be) incurred by or on
behalf of [Capmark] [Wachovia] and any of its affiliates, directly or indirectly
(i) arising out of, or as a result of, the use or disclosure of the Information
by Investor Name, any of its Representatives, any prospective Counterparty or
any other person or entity that gained access to the Information directly or
indirectly through or as a result of Investor Name, any of its Representatives,
any prospective Counterparty, other than as expressly permitted by the terms
hereof, or (ii) arising out of, or as a result of, any breach or violation of
any representation, warranty or agreement herein

            6. Debtor Contact. Recipient shall not, and shall not authorize any
other person or entity to, communicate with any borrower, guarantor or other
obligor with respect to any Mortgage Loans, specially serviced mortgage loans,
REO properties, Mortgaged Properties or other properties that are part of the
trusts created under the applicable Pooling Agreements, with the accountants or
attorneys of any such borrower, guarantor or other obligor, or with any person
or party, including any appraiser, tenant, managing or leasing agent,
franchisor, operator, environmental consultant or engineering consultant,
connected with, related to, or whose name is obtained from the Information.
Notwithstanding the immediately preceding sentence, nothing contained herein
shall preclude Recipient or its affiliates from pursuing its or their usual and
ordinary financing business, provided that Recipient and its Representatives, do
not disclose or use any Information, directly or indirectly, for any purpose
other than as permitted hereby.

            7. Representations and Warranties: Release from Liability. Recipient
acknowledges that none of [Capmark] [Wachovia] or any of its affiliates makes
any representation or warranty as to the accuracy or completeness of the
Information. Recipient agrees that none of [Capmark] [Wachovia] or any of its
Representatives shall have any liability to Recipient or to any of its
Representatives or to any relating to or resulting from use of the Information.
In furtherance of the foregoing, Recipient hereby releases [Capmark] [Wachovia]
and it's Representative from any and all liabilities to Recipient and its
Representatives or, relating to or resulting from use of the Information by
Recipient, regardless of when such liabilities may arise expect to the extent
aforesaid in the paragraph.

            8. Miscellaneous.

            (a) Amendments. This Agreement may be amended only with the written
      consent of each party hereto.

            (b) Notices, Etc. All notices and other communications required or
      permitted hereunder shall be in writing and sent via certified mail or
      nationally recognized overnight courier with confirmation of receipt,
      addressed (a) [if to Capmark, at Capmark Finance Inc., 116 Welsh Road,
      Horsham, PA 19044, Attn: Executive Vice President, and General Counsel]
      [if to Wachovia, at Wachovia Bank, National Association, NC 1075, 8739
      Research Drive URP4, Charlotte, North Carolina 28262-1075, Attention:
      Deutsche CD 2007-CD5 Commercial Mortgage Pass-Through Certificates,
      Facsimile No.: (704) 715-0036], and (b) if to Recipient, at
      ________________ or such other address at such other address as either
      party shall have furnished to the other party.

            (c) Termination. This Agreement shall terminate upon termination of
      the Trust Fund (as defined in the Pooling Agreements).

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective representatives thereunto duly authorized as of the
day and year first above written.

                                     [CAPMARK FINANCE INC.][WACHOVIA BANK,
                                       NATIONAL ASSOCIATION]

                                     By: ___________________________________
                                         Name:
                                         Title:

                                       [INSERT RECIPIENT]

                                     By: ___________________________________
                                         Name:
                                         Title:


<PAGE>

                                    EXHIBIT W

                       ADDITIONAL DISCLOSURE NOTIFICATION

  **SEND VIA FAX TO (714) 656-2631 AND VIA EMAIL TO dbsec.notifications@db.com
           AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**

Deutsche Bank Trust Company Americas,
as Certificate Administrator
1761 East Saint Andrew Place
Santa Ana, California 92705
Attention: Trust Administration - CD07C5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005
Attn: Helaine M. Kaplan

      Re:   **Additional Form [10-D] [10-K] [8-K] Disclosure Required **

Ladies and Gentlemen:

            In accordance with Section [10.06] [10.07] [10.09] of the Pooling
and Servicing Agreement, dated as of November 1, 2007, among Deutsche Mortgage
Asset & Receiving Corporation, as depositor, Capmark Finance Inc., as a master
servicer, Wachovia Bank, National Association, as a master servicer, LNR
Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as trustee and
custodian, and Deutsche Bank Trust Company Americas, as certificate
administrator and paying agent, the undersigned, as ________________________ ,
hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D] [10-K] [8-K].

            Description of Additional Form [10-D] [10-K] [8-K] Disclosure:

            List of any Attachments hereto to be included in the Additional Form
[10-D] [10-K] [8-K] Disclosure:

            Any inquiries related to this notification should be directed to
________________________ , phone number: ________________________ ; email
address: ________________________ .


                                       [NAME OF PARTY], as [role]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT X

                            LOAN SELLER SUB-SERVICERS

CWCapital LLC, with respect to the Mortgage Loans sold to the Trust by
CWCapital.

SunTrust Bank, with respect to the Mortgage Loans sold to the Trust by SunTrust.

Grandbridge Real Estate Capital, LLC (formerly Laureate Capital LLC), with
respect to the following Mortgage Loans:

            o     Hampton Inn - Waycross, GA

            o     Comfort Suites - Yulee, FL

Newmark Realty Capital, Inc., with respect to the following Mortgage Loans:

            o     Spanish Ranch MHP

<PAGE>

                        EXHIBIT Y

        LOANS WITH EARNOUT/HOLDBACK PROVISIONS

                Loan Name                     Loan Balance
                ---------                     ------------
1150 18th Street, NW                          $46,980,000
Town Center East Building 3                   $29,050,931
Spanish Ranch MHP                             $28,000,000
Hotel deLuxe                                  $24,000,000
Valley Freeway Center                         $22,000,000
Mission West Millbrook                        $19,000,000
Plantation Apartments                         $17,800,000
Hamtpon Inn                                   $16,500,000
Centre at Culpeper                            $15,765,000
TN Office Portfolio - BGK                     $12,300,000
Eastside Plaza 3 & 4                          $10,881,620
Hamilton Crossing                              $9,902,925
Residence Inn - Livermore, CA                  $8,983,972
Hoadly Marketplace                             $8,325,000
Fairmount Place Office                         $6,850,000
CT Beverage Mart Plaza                         $6,500,000
Northdale Plaza                                $5,400,000
Kohl's Ground Lease                            $5,050,000
Broadway Apartments                            $4,550,000
Best Western Casa Villa Suites -               $3,995,381
Harlingen, TX
Starbucks Center South                         $3,600,000
Lost Creek Village                             $3,200,000
Stapleton Square                               $2,974,995
Bluebonnet Crossing                            $2,950,000
Shoppes of Crabapple                           $2,660,000
Ridgeway Plaza                                 $2,518,927
Towne Place                                    $1,800,000
Ashford Plaza Retail Center                    $1,700,000
Richmond Street Studios                        $1,197,184

<PAGE>

                                    EXHIBIT Z

          FORM OF DEPOSITOR CERTIFICATION TO BE PROVIDED WITH FORM 10-K

               Deutsche Mortgage and Asset Receiving Corporation,
                  Commercial Mortgage Pass-Through Certificates
                        Series CD 2007-CD5 (the "Trust")

            I, [identify the certifying individual], a [title] of Deutsche
Mortgage and Asset Receiving Corporation, the depositor into the
above-referenced Trust, certify that:

            (a) I have reviewed this annual report on Form 10-K, and all reports
      Form 10-D required to be filed in respect of periods included in the year
      covered by this annual report, of the Trust;

            (b) Based on my knowledge, the Exchange Act periodic reports, taken
      as a whole, do 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
      with respect to the period covered by this annual report;

            (c) Based on my knowledge, all of the distribution, servicing and
      other information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            (d) Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic report, the servicers have
      fulfilled their obligations under the pooling and servicing agreement; and

            (e) All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

<PAGE>

            In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Capmark
Finance Inc., Wachovia Bank, National Association, LNR Partners, Inc., Wells
Fargo Bank, N.A., Deutsche Bank Trust Company Americas and [list any
sub-servicers].

Date:_____________

                                       DEUTSCHE MORTGAGE AND ASSET RECEIVING
                                          CORPORATION

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   SCHEDULE I

                  CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE


   Period     Balance ($)
   ------     -----------
     0        52,000,000
     1        52,000,000
     2        52,000,000
     3        52,000,000
     4        52,000,000
     5        52,000,000
     6        52,000,000
     7        52,000,000
     8        52,000,000
     9        52,000,000
    10        52,000,000
    11        52,000,000
    12        52,000,000
    13        52,000,000
    14        52,000,000
    15        52,000,000
    16        52,000,000
    17        52,000,000
    18        52,000,000
    19        52,000,000
    20        52,000,000
    21        52,000,000
    22        52,000,000
    23        52,000,000
    24        52,000,000
    25        52,000,000
    26        52,000,000
    27        52,000,000
    28        52,000,000
    29        52,000,000
    30        52,000,000
    31        52,000,000
    32        52,000,000
    33        52,000,000
    34        52,000,000
    35        52,000,000
    36        52,000,000
    37        52,000,000
    38        52,000,000
    39        52,000,000
    40        52,000,000
    41        52,000,000
    42        52,000,000
    43        52,000,000
    44        52,000,000
    45        52,000,000
    46        52,000,000
    47        52,000,000
    48        52,000,000
    49        52,000,000
    50        52,000,000
    51        52,000,000
    52        52,000,000
    53        52,000,000
    54        52,000,000
    55        52,000,000
    56        52,000,000
    57        52,000,000
    58        52,000,000
    59        51,606,408
    60        50,725,673
    61        49,656,248
    62        48,725,969
    63        47,793,080
    64        46,383,928
    65        45,438,237
    66        44,330,743
    67        43,373,841
    68        42,255,439
    69        41,287,204
    70        40,313,685
    71        39,179,114
    72        38,194,083
    73        37,048,310
    74        36,051,642
    75        35,052,117
    76        33,583,849
    77        32,570,833
    78        31,398,296
    79        30,373,343
    80        29,189,191
    81        28,152,171
    82        27,152,171
    83        26,152,171
    84        25,130,752
    85        23,996,356
    86        23,001,471
    87        22,001,157
    88        20,559,922
    89        19,543,803
    90        18,377,024
    91        17,348,988
    92        16,170,613
    93        15,130,531
    94        14,084,773
    95        12,889,155
    96        11,831,159
    97        10,623,633
    98        9,553,268
    99        8,474,479
   100        7,102,702
   101        6,010,525
   102        4,769,271
   103        3,664,351
   104        2,410,698
   105        1,292,899
   106          168,998
   107                0

<PAGE>

                                   SCHEDULE II

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      The assessment of compliance to be delivered shall address, at a minimum,
the criteria identified below as "Relevant Servicing Criteria" (with each
Servicing Function Participant deemed to be responsible for the items applicable
to the functions it is performing and for which the party that retained such
Servicing Function Participant is responsible):

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                            Relevant Servicing Criteria                                  Applicable
                                                                                                         Party(ies)
-------------------------------------------------------------------------------------------------------------------------------
     Reference                                          Criteria
-------------------------------------------------------------------------------------------------------------------------------
                                            General Servicing Considerations

<S>                  <C>                                                                             <C>
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance or other         Cert. Admin.
                     triggers and events of default in accordance with the transaction agreements.    Master Servicers
                                                                                                      Special Servicer

1122(d)(1)(ii)       If any material servicing activities are outsourced to third parties,              Cert. Admin.
                     policies and procedures are instituted to monitor the third party's              Master Servicers
                     performance and compliance with such servicing activities.                       Special Servicer

1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a back-up servicer          N/A
                     for the mortgage loans are maintained.

1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the party        Master Servicers
                     participating in the servicing function throughout the reporting period in       Special Servicer
                     the amount of coverage required by and otherwise in accordance with the terms
                     of the transaction agreements.

                                           Cash Collection and Administration

1122(d)(2)(i)        Payments on mortgage loans are deposited into the appropriate custodial bank       Cert. Admin.
                     accounts and related bank clearing accounts no more than two business days       Master Servicers
                     following receipt, or such other number of days specified in the transaction     Special Servicer
                     agreements.

1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to an              Cert. Admin.
                     investor are made only by authorized personnel.

1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows or                 Trustee
                     distributions, and any interest or other fees charged for such advances, are     Master Servicers
                     made, reviewed and approved as specified in the transaction agreements.          Special Servicer

1122(d)(2)(iv)       The related accounts for the transaction, such as cash reserve accounts or         Cert. Admin.
                     accounts established as a form of overcollateralization, are separately          Master Servicers
                     maintained (e.g., with respect to commingling of cash) as set forth in the       Special Servicer
                     transaction agreements.

1122(d)(2)(v)        Each custodial account is maintained at a federally insured depository             Cert. Admin.
                     institution as set forth in the transaction agreements.  For purposes of this    Master Servicers
                     criterion, "federally insured depository institution" with respect to a          Special Servicer
                     foreign financial institution means a foreign financial institution that
                     meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized access.              Cert. Admin.
                                                                                                      Master Servicers
                                                                                                      Special Servicer

1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all asset-backed               Cert. Admin.
                     securities related bank accounts, including custodial accounts and related       Master Servicers
                     bank clearing accounts.  These reconciliations are (A) mathematically            Special Servicer
                     accurate; (B) prepared within 30 calendar days after the bank statement
                     cutoff date, or such other number of days specified in the transaction
                     agreements; (C) reviewed and approved by someone other than the person who
                     prepared the reconciliation; and (D) contain explanations for reconciling
                     items.  These reconciling items are resolved within 90 calendar days of their
                     original identification, or such other number of days specified in the
                     transaction agreements.

                                           Investor Remittances and Reporting

1122(d)(3)(i)        Reports to investors, including those to be filed with the Commission, are         Cert. Admin.
                     maintained in accordance with the transaction agreements and applicable
                     Commission requirements.  Specifically, such reports (A) are prepared in
                     accordance with timeframes and other terms set forth in the transaction
                     agreements; (B) provide information calculated in accordance with the terms
                     specified in the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with investors' or the
                     trustee's records as to the total unpaid principal balance and number of
                     mortgage loans serviced by the Master Servicers.

1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance with             Cert. Admin.
                     timeframes, distribution priority and other terms set forth in the
                     transaction agreements.

1122(d)(3)(iii)      Disbursements made to an investor are posted within two business days to the       Cert. Admin.
                     Certificate Administrator's investor records, or such other number of days
                     specified in the transaction agreements.

1122(d)(3)(iv)       Amounts remitted to investors per the investor reports agree with cancelled        Cert. Admin.
                     checks, or other form of payment, or custodial bank statements.

                                               Pool Asset Administration

1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as required by the            Trustee
                     transaction agreements or related mortgage loan documents.                       Master Servicers
                                                                                                      Special Servicer

1122(d)(4)(ii)       Mortgage loan and related documents are safeguarded as required by the               Trustee
                     transaction agreements.                                                          Special Servicer

1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are made, reviewed        Trustee
                     and approved in accordance with any conditions or requirements in the            Special Servicer
                     transaction agreements.

1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in accordance with       Master Servicers
                     the related mortgage loan documents are posted to the Master Servicers'
                     obligor records maintained no more than two business days after receipt, or
                     such other number of days specified in the transaction agreements, and
                     allocated to principal, interest or other items (e.g., escrow) in accordance
                     with the related mortgage loan documents.

1122(d)(4)(v)        The Master Servicers' records regarding the mortgage loans agree with the        Master Servicers
                     Master Servicers' records with respect to an obligor's unpaid principal
                     balance.

1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's mortgage loans       Master Servicers
                     (e.g., loan modifications or re-agings) are made, reviewed and approved by       Special Servicer
                     authorized personnel in accordance with the transaction agreements and
                     related pool asset documents.

1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans, modifications      Special Servicer
                     and deeds in lieu of foreclosure, foreclosures and repossessions, as
                     applicable) are initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the transaction agreements.

1122(d)(4)(viii)     Records documenting collection efforts are maintained during the period a        Master Servicers
                     mortgage loan is delinquent in accordance with the transaction agreements.       Special Servicer
                     Such records are maintained on at least a monthly basis, or such other period
                     specified in the transaction agreements, and describe the entity's activities
                     in monitoring delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency is deemed
                     temporary (e.g., illness or unemployment).

1122(d)(4)(ix)       Adjustments to interest rates or rates of return for mortgage loans with         Master Servicers
                     variable rates are computed based on the related mortgage loan documents.

1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow accounts):      Master Servicers
                     (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                     documents, on at least an annual basis, or such other period specified in the
                     transaction agreements; (B) interest on such funds is paid, or credited, to
                     obligors in accordance with applicable mortgage loan documents and state
                     laws; and (C) such funds are returned to the obligor within 30 calendar days
                     of full repayment of the related mortgage loans, or such other number of days
                     specified in the transaction agreements.

1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance payments) are    Master Servicers
                     made on or before the related penalty or expiration dates, as indicated on
                     the appropriate bills or notices for such payments, provided that such
                     support has been received by the servicer at least 30 calendar days prior to
                     these dates, or such other number of days specified in the transaction
                     agreements.

1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be made on          Master Servicers
                     behalf of an obligor are paid from the servicer's funds and not charged to
                     the obligor, unless the late payment was due to the obligor's error or
                     omission.

1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted within two business        Master Servicers
                     days to the obligor's records maintained by the servicer, or such other
                     number of days specified in the transaction agreements.

1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are recognized and         Master Servicers
                     recorded in accordance with the transaction agreements.

1122(d)(4)(xv)       Any external enhancement or other support, identified in Item 1114(a)(1)               N/A
                     through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                     transaction agreements.
</TABLE>

<PAGE>


                                  SCHEDULE III

                         ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-D Item described in the "Item on Form
10-D" column to the extent such party has actual knowledge (and in the case of
financial statements required to be provided in connection with Item 6 below,
possession) of such information (other than information as to itself).

           Item on Form 10-D                        Party Responsible

Distribution and Pool Performance        o  Each Master Servicer (only with
Information: Only with respect to any       respect to 1121(a)(12) as to non
information required by 1121 which is       Specially Serviced Loans)
NOT included on the Distribution Date    o  Special Servicer  (only with
Statement                                   respect to 1121(a)(12) as to
                                            Specially Serviced Loans)
                                         o  Depositor
                                         o  Certificate Administrator

Item 2: Legal Proceedings:               o  Each Master Servicer (as to
Item 1117 of Regulation AB (to the          itself)
extent material to Certificateholders)   o  Special Servicer (as to itself)
                                         o  Trustee (as to itself)
                                         o  Certificate Administrator (as to
                                            itself)
                                         o  Depositor (as to itself)
                                         o  Any other Reporting Servicer (as
                                            to itself)
                                         o  Trustee/ Master
                                            Servicers/Depositor/Special Servicer
                                            as to the Trust (in the case of the
                                            Master Servicers and the Special
                                            Servicer to be reported by the party
                                            controlling such litigation pursuant
                                            to Section 3.37)
                                         o  Each Mortgage Loan Seller (to be
                                            provided by the Depositor)
                                         o  Originators under Item 1110 of
                                            Regulation AB (to be provided by
                                            the Depositor)
                                         o  Party under Item 1100(d)(1) of
                                            Regulation AB (to be provided by
                                            the Depositor)

Item 3: Sale of Securities and Use of    o  Depositor
Proceeds

Item 4: Defaults Upon Senior Securities  o  Certificate Administrator
                                         o  Trustee

Item 5: Submission of Matters to a Vote  o  Certificate Administrator
of Security Holders

Item 6: Significant Obligors of Pool     o  N/A
Assets

Item 7: Significant Enhancement          o  N/A
Provider Information

Item 8: Other Information (information   o  Any party responsible for
required to be disclosed on Form 8-K        disclosure items on Form 8-K to the
that was not properly disclosed)            extent of such items

Item 9: Exhibits                         o  Depositor (exhibits required by
                                            Item 601 of Regulation S-K, such as
                                            material agreements)
                                         o  Certificate Administrator
                                            (Monthly Statement to
                                            Certificateholders)

<PAGE>

                                   SCHEDULE IV

                         ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.07 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-K Item described in the "Item on Form
10-K" column to the extent such party has actual knowledge (and in the case of
financial statements required to be provided in connection with 1112(b) below,
possession) of such information (other than information as to itself).

           Item on Form 10-K                        Party Responsible
--------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments       o  Depositor

Item 9B: Other Information (information  o  Any party responsible for
required to be disclosed on Form 8-K        disclosure items on Form 8-K to the
that was not properly disclosed)            extent of such items

Item 15: Exhibits, Financial Statement   o  Certificate Administrator
Schedules                                o  Depositor

Additional Item:                         o  Each Master Servicers (as to
Disclosure per Item 1117 of Regulation      itself)
AB (to the extent material to            o  Special Servicer (as to itself)
Certificateholders)                      o  Certificate Administrator (as to
                                            itself)
                                         o  Trustee (as to itself)
                                         o  Depositor (as to itself)
                                         o  Any other Reporting Servicer (as to
                                            itself)
                                         o  Trustee/Certificate
                                            Administrator/Master
                                            Servicers/Depositor/Special Servicer
                                            as to the Trust (in the case of the
                                            Master Servicers and the Special
                                            Servicer to be reported by the party
                                            controlling such litigation pursuant
                                            to Section 3.37)
                                         o  Each Mortgage Loan Seller (to be
                                            provided by the Depositor)
                                         o  Originators under Item 1110 of
                                            Regulation AB (to be provided by
                                            the Depositor)
                                         o  Party under Item 1100(d)(1) of
                                            Regulation AB (to be provided by
                                            the Depositor)

Additional Item:                         o  Each Master Servicers (as to
Disclosure per Item 1119 of Regulation      itself) (to the extent material to
AB                                          Certificateholders and only as to
                                            affiliations under 1119(a) with the
                                            Trustee, Certificate Administrator,
                                            Special Servicer or a sub-servicer
                                            meeting any of the descriptions in
                                            Item 1108(a)(3))
                                         o  Special Servicer (as to itself) (to
                                            the extent material to
                                            Certificateholders and only as to
                                            affiliations under 1119(a) with the
                                            Trustee, Certificate Administrator,
                                            Master Servicers or a sub-servicer
                                            meeting any of the descriptions in
                                            Item 1108(a)(3))

                                         o  Certificate Administrator (as to
                                            itself) (to the extent material to
                                            Certificateholders)
                                         o  Trustee (as to itself) (to the
                                            extent material to
                                            Certificateholders)
                                         o  Depositor (as to itself)
                                         o  Depositor (as to the Trust)
                                         o  Each Mortgage Loan Seller (to be
                                            provided by the Depositor) (as to
                                            itself)
                                         o  Originators under Item 1110 of
                                            Regulation AB (to be provided by
                                            the Depositor)
                                         o  Party under Item 1100(d)(1) of
                                            Regulation AB (to be provided by
                                            the Depositor)

Additional Item:                             N/A
Disclosure per Item 1112(b) of
Regulation AB

Additional Item:                            N/A
Disclosure per Items 1114(b)(2) and
1115(b) of Regulation AB

<PAGE>


                                   SCHEDULE V

                         FORM 8-K DISCLOSURE INFORMATION

The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.09 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any
event described in the corresponding Form 8-K Item described in the "Item on
Form 8-K" column to the extent such party has actual knowledge of such
information (other than information as to itself).

            Item on Form 8-K                        Party Responsible
--------------------------------------------------------------------------------
Item 1.01 - Entry into a Material        o  Trustee/Certificate
Definitive Agreement                        Administrator/Master
                                            Servicers/Depositor/Special
Disclosure is required regarding entry      Servicer as to the Trust (only as
into or amendment of any definitive         to the agreements such entity is a
agreement that is material to the           party to or entered into on behalf
securitization, even if depositor is        of the Trust)
not a party.

Examples: servicing agreement,
custodial agreement.

Note: disclosure not required as to
definitive agreements that are fully
disclosed in the prospectus

Item 1.02 - Termination of a Material    o  Trustee/Certificate
Definitive Agreement                        Administrator/Master
                                            Servicers/Depositor/Special
Disclosure is required regarding            Servicer as to the Trust  (only as
termination of  any definitive              to the agreements such entity is a
agreement that is material to the           party to or entered into on behalf
securitization (other than expiration       of the Trust)
in accordance with its terms), even if
depositor is not a party.

Examples: servicing agreement,
custodial agreement.

Item 1.03 - Bankruptcy or Receivership   o  Depositor

Item 2.04 - Triggering Events that       o  Depositor
Accelerate or Increase a Direct          o  Certificate Administrator
Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement

Includes an early amortization,
performance trigger or other event,
including event of default, that would
materially alter the payment
priority/distribution of cash
flows/amortization schedule.

Disclosure will be made of events other
than waterfall triggers which are
disclosed in the monthly statements to
the certificateholders.

Item 3.03 - Material Modification to     o  Certificate Administrator
Rights of Security Holders

Disclosure is required of any material
modification to documents defining the
rights of Certificateholders, including
the Pooling and Servicing Agreement.

Item 5.03 - Amendments of Articles of    o  Depositor
Incorporation or Bylaws; Change of
Fiscal Year

Disclosure is required of any amendment
"to the governing documents of the
issuing entity".

Item 6.01 - ABS Informational and        o  Depositor
Computational Material
Item 6.02 - Change of Servicer or        o  Each Master Servicers (as to
Trustee                                     itself or a servicer retained by it)
                                         o  Special Servicer (as to itself
Requires disclosure of any removal,         or a servicer retained by it)
replacement, substitution or addition    o  Certificate Administrator
of any master servicer, affiliated       o  Trustee
servicer, other servicer servicing 10%   o  Depositor
or more of pool assets at time of
report, other material servicers or
trustee.

Reg AB disclosure about any new          o  Each Master Servicer or Special
servicer or master servicer is also         Servicer, as applicable
required.

Reg AB disclosure about any new Trustee  o  Trustee
is also required.

Reg AB disclosure about any new          o  Certificate Administrator
Certificate Administrator is also
required.

Item 6.03 - Change in Credit                N/A
Enhancement or External Support

Item 6.04 - Failure to Make a Required   o  Certificate Administrator
Distribution

Item 6.05 - Securities Act Updating      o  Depositor
Disclosure

If any material pool characteristic
differs by 5% or more at the time of
issuance of the securities from the
description in the final prospectus,
provide updated Reg AB disclosure about
the actual asset pool.

If there are any new servicers or
originators required to be disclosed
under Regulation AB as a result of the
foregoing, provide the information
called for in Items 1108 and 1110
respectively.

Item 7.01 - Regulation FD Disclosure     o  Depositor

Item 8.01 - Other Events                 o  Depositor

Any event, with respect to which
information is not otherwise called for
in Form 8-K, that the registrant deems
of importance to certificateholders.

Item 9.01 - Financial Statements and     o  Responsible party for
Exhibits                                    reporting/disclosing the financial
                                            statement or exhibit
<PAGE>

                                   SCHEDULE VI

                            CLASS XP REFERENCE RATES

Distribution Date*   Reference Rate
------------------   --------------

    12/15/2007          6.149320%
     1/15/2008          6.355280%
     2/15/2008          6.149260%
     3/15/2008          6.149260%
     4/15/2008          6.355140%
     5/15/2008          6.149130%
     6/15/2008          6.355050%
     7/15/2008          6.149040%
     8/15/2008          6.354950%
     9/15/2008          6.354910%
    10/15/2008          6.148910%
    11/15/2008          6.354810%
    12/15/2008          6.148810%
     1/15/2009          6.148750%
     2/15/2009          6.148700%
     3/15/2009          6.148780%
     4/15/2009          6.354520%
     5/15/2009          6.148520%
     6/15/2009          6.354410%
     7/15/2009          6.148410%
     8/15/2009          6.354300%
     9/15/2009          6.354250%
    10/15/2009          6.148250%
    11/15/2009          6.354120%
    12/15/2009          6.148130%
     1/15/2010          6.148050%
     2/15/2010          6.148000%
     3/15/2010          6.148100%
     4/15/2010          6.353760%
     5/15/2010          6.147770%
     6/15/2010          6.353620%
     7/15/2010          6.147640%
     8/15/2010          6.353480%
     9/15/2010          6.353430%
    10/15/2010          6.147450%
    11/15/2010          6.353290%
    12/15/2010          6.147320%
     1/15/2011          6.147250%
     2/15/2011          6.147190%
     3/15/2011          6.147340%
     4/15/2011          6.352930%
     5/15/2011          6.146960%
     6/15/2011          6.352780%
     7/15/2011          6.146830%
     8/15/2011          6.352640%
     9/15/2011          6.352580%
    10/15/2011          6.146620%
    11/15/2011          6.352420%
    12/15/2011          6.146470%
     1/15/2012          6.352270%
     2/15/2012          6.146320%
     3/15/2012          6.146330%
     4/15/2012          6.354430%
     5/15/2012          6.146370%
     6/15/2012          6.352160%
     7/15/2012          6.138850%
     8/15/2012          6.344150%
     9/15/2012          6.342580%
    10/15/2012          6.136960%
    11/15/2012          6.342440%
    12/15/2012          6.136810%
     1/15/2013          6.136720%
     2/15/2013          6.136640%
     3/15/2013          6.136940%
     4/15/2013          6.341990%
     5/15/2013          6.136360%
     6/15/2013          6.341810%
     7/15/2013          6.136190%
     8/15/2013          6.341630%
     9/15/2013          6.341550%
    10/15/2013          6.135940%
    11/15/2013          6.341370%
    12/15/2013          6.135760%
     1/15/2014          6.135660%
     2/15/2014          6.135570%
     3/15/2014          6.135890%
     4/15/2014          6.340870%
     5/15/2014          6.135270%
     6/15/2014          6.340670%
     7/15/2014          6.135080%
     8/15/2014          6.336860%
     9/15/2014          6.336200%
    10/15/2014          6.130750%
    11/15/2014          6.336010%
    12/15/2014          6.130560%
     1/15/2015          6.130460%
     2/15/2015          6.130370%
     3/15/2015          6.130700%
     4/15/2015          6.335480%
     5/15/2015          6.130050%
     6/15/2015          6.335280%
     7/15/2015          6.129860%
     8/15/2015          6.335070%
     9/15/2015          6.334970%
    10/15/2015          6.129560%
    11/15/2015          6.334760%
    12/15/2015          6.129350%
     1/15/2016          6.334550%
     2/15/2016          6.129140%
     3/15/2016          6.129190%
     4/15/2016          6.334210%
     5/15/2016          6.128810%
     6/15/2016          6.333980%
     7/15/2016          6.128590%
     8/15/2016          6.333750%
     9/15/2016          6.333650%
    10/15/2016          6.129130%
    11/15/2016          6.334560%
    12/15/2016          6.127960%
     1/15/2017          6.129050%
     2/15/2017          6.128940%
     3/15/2017          6.129310%
     4/15/2017          6.340380%
     5/15/2017          6.138080%
     6/15/2017          6.369350%
     7/15/2017          6.216670%
     8/15/2017          6.614060%
     9/15/2017          6.685320%
    10/15/2017          5.829300%
    11/15/2017          6.024610%
    12/15/2017          5.829300%
     1/15/2018          5.829300%
     2/15/2018          5.829300%
     3/15/2018          5.830750%
     4/15/2018          6.024610%
     5/15/2018          5.829300%
     6/15/2018          6.024610%
     7/15/2018          5.829300%
     8/15/2018          6.024610%
     9/15/2018          6.024610%
    10/15/2018          5.829300%
    11/15/2018          6.024610%
    12/15/2018          5.829300%
     1/15/2019          5.829300%
     2/15/2019          5.829300%
     3/15/2019          5.830900%
     4/15/2019          6.024610%
     5/15/2019          5.829300%
     6/15/2019          6.024610%
     7/15/2019          5.829300%
     8/15/2019          6.024610%
     9/15/2019          6.024610%
    10/15/2019          5.829300%
    11/15/2019          6.024610%
    12/15/2019          5.829300%
     1/15/2020          6.024610%
     2/15/2020          5.829300%
     3/15/2020          5.829890%
     4/15/2020          6.024610%
     5/15/2020          5.829300%
     6/15/2020          6.024610%
     7/15/2020          5.829300%
     8/15/2020          6.024610%
     9/15/2020          6.024610%
    10/15/2020          5.829300%
    11/15/2020          6.024610%
    12/15/2020          5.829300%
     1/15/2021          5.829300%
     2/15/2021          5.829300%
     3/15/2021          5.831250%
     4/15/2021          6.024610%
     5/15/2021          5.829300%
     6/15/2021          6.024610%
     7/15/2021          5.829300%
     8/15/2021          6.024610%
     9/15/2021          6.024610%
    10/15/2021          5.829300%
    11/15/2021          6.024610%
    12/15/2021          5.829300%
     1/15/2022          5.829300%
     2/15/2022          5.829300%
     3/15/2022          5.831470%
     4/15/2022          6.024610%
     5/15/2022          5.829300%
     6/15/2022          0.187480%
     7/15/2022          0.000000%

----------------
* Assumes each distribution date occurs on the 15th of the month.
<PAGE>

                                  SCHEDULE VII

                          DIRECTING CERTIFICATEHOLDERS

Loan                          Directing Certificateholder
Lincoln Square                Citigroup Global Markets Realty Corp.
                              388 Greenwich Street, 19th Floor
                              New York, New York 10013
                              Attention: Ryan O'Connor
                              Fax No.: (646) 862-8988

USFS Industrial Distribution  The Directing Certificateholder under the COMM
Portfolio                     2007-C9 Pooling and Servicing Agreement

Charles River Plaza North     Citigroup Global Markets Realty Corp.
                              388 Greenwich Street, 19th Floor
                              New York, New York 10013
                              Attention: Ryan O'Connor
                              Fax No.: (646) 862-8988

85 Tenth Avenue               The Directing Certificateholder under the COMM
                              2007-C9 Pooling and Servicing Agreement

Georgian Towers               The holders of certain participations in the
                              related B Loan, as set forth below:

                              Initial A Participant:
                              HARTFORD MEZZANINE INVESTORS I, LLC
                              c/o KeyBank Real Estate Capital Private Equity
                              Group
                              Mail Code OH-01-27-0728
                              127 Public Square
                              Cleveland, OH  44114
                              Attn:  Director, Asset Management

                              Initial B-1 Participant
                              THE GALAXITE MASTER UNIT TRUST
                              Morgan Stanley
                              Attention:  Joseph Antonio
                              Telephone: 914-225-4211
                              Telecopier:  212-567-5560
                              Email: joseph.antonio@morganstanley.com

                              Initial B-2 Participant
                              BLACKROCK FIXED INCOME GLOBAL OPPORTUNITIES
                              MASTER UNIT TRUST,
                              BlackRock Financial Management
                              40 East 52nd Street
                              New York, New York 10022
                              Attention:  Scott Amero
                              Telecopier:  212-810-3257

                              Initial B-3 Participant
                              MICROSOFT CORPORATION
                              One Microsoft Way
                              Redmond, Washington 98052-6399
                              Attention: Keith Doliver
                              Attention: Rosanna Bashinski
                              Telephone: 425-705-3727
                              Telecopier: 425-706-7329

                              Initial B-4 Participant
                              BLACKROCK GLOBAL FLOATING RATE INCOME TRUST
                              State Street Corporation
                              Attention: Loan Servicing Unit
                              Telephone: 617-662-1233
                              Telecopier: 617-988-9577
                              Email: LSUPricing@statestreet.com

Seattle Space Needle          Controlling Class Representative

CGM RRI Hotel Portfolio       Controlling Class Representative