EXHIBIT 4.1



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor



                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
                                 Master Servicer



                             LENNAR PARTNERS, INC.,
                                Special Servicer



                             WELLS FARGO BANK, N.A.,
                                     Trustee



                                       and



                       LASALLE BANK NATIONAL ASSOCIATION,
                   Certificate Administrator and Paying Agent



                         POOLING AND SERVICING AGREEMENT



                          Dated as of December 1, 2004



                                 $1,866,945,055
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5
<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

Section 1.01  Defined Terms................................................
Section 1.02  General Interpretive Principles..............................
Section 1.03  Certain Calculations in Respect of the Mortgage Loans........
Section 1.04  Crossed Trust Mortgage Loans.................................
Section 1.05  Certain Adjustments to the Principal Distributions on the
               Certificates................................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Original Trust Mortgage Loans..................
Section 2.02  Acceptance by Trustee........................................
Section 2.03  Representations, Warranties and Covenants of the
               Depositor; Repurchase and Substitution of Trust Mortgage
               Loans by the Mortgage Loan Sellers for Defects in
               Mortgage Files and Breaches of Representations and
               Warranties..................................................
Section 2.04  Issuance of Uncertificated REMIC I Interests; Execution
               of Certificates.............................................
Section 2.05  Acceptance of Grantor Trusts; Issuance of the Class V
               Certificates................................................


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Master Servicer to Act as Master Servicer; Special
               Servicer to Act as Special Servicer; Administration of
               the Mortgage Loans..........................................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts..........................................
Section 3.04  The Collection Account, Distribution Account, Excess
               Interest Distribution Account, Excess Liquidation
               Proceeds Account and Mortgage Loan Combination Custodial
               Accounts....................................................
Section 3.05  Permitted Withdrawals from the Collection Account and the
               Distribution Account........................................
Section 3.06  Investment of Funds in the Collection Account, Mortgage
               Loan Combination Custodial Accounts, Servicing Accounts,
               Cash Collateral Accounts, Lock-Box Accounts, the
               Interest Reserve Account, Distribution Account, Excess
               Liquidation Proceeds Account, Excess Interest
               Distribution Account and the REO Account....................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.......................................
Section 3.08  Enforcement of Due-on-Sale and Due-on-Encumbrance
               Clauses; Assumption Agreements; Defeasance Provisions;
               Other Provisions............................................
Section 3.09  Realization Upon Defaulted Mortgage Loans....................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation.......................................
Section 3.12  Reports to the Certificate Administrator.....................
Section 3.13  Annual Statement as to Compliance............................
Section 3.14  Reports by Independent Public Accountants....................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Fair Value Purchase Option; Sale of REO Properties...........
Section 3.19  Additional Obligations of the Master Servicer and Special
               Servicer; Inspections; Appraisals...........................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping; Series 2004-C5 Directing
               Certificateholder...........................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations, Warranties and Covenants of the Master
               Servicer....................................................
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicer....................................................
Section 3.25  Limitation on Liability of the Series 2004-C5 Directing
               Certificateholder...........................................
Section 3.26  Filings with the Securities and Exchange Commission..........
Section 3.27  Lock-Box Accounts, Cash Collateral Accounts and Servicing
               Accounts....................................................
Section 3.28  Interest Reserve Account.....................................
Section 3.29  Limitations on and Authorizations of the Master Servicer
               and Special Servicer with Respect to Certain Mortgage
               Loans.......................................................
Section 3.30  Master Servicer and Special Servicer May Own Certificates....
Section 3.31  Certain Matters Regarding the Eastgate Mall Total Loan.......
Section 3.32  Certain Matters Regarding the FedEx-Midway Total Loan........
Section 3.33  Authenticating Agent.........................................


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; Certain Other Reports......
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
Section 4.05  Calculations.................................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Book-Entry Certificates......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05  Persons Deemed Owners........................................
Section 5.06  Certification by Certificateholders and Certificate Owners...
Section 5.07  Appointment of Paying Agent..................................


                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Master Servicer and the
               Special Servicer............................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Master Servicer or the Special Servicer.....................
Section 6.03  Limitation on Liability of the Trustee, the Certificate
               Administrator, the Depositor, the Master Servicer, the
               Special Servicer and Others.................................
Section 6.04  Master Servicer and Special Servicer Not to Resign...........
Section 6.05  Rights of the Depositor in Respect of the Master Servicer
               and the Special Servicer....................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Master Servicer and Special Servicer
               Termination.................................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders...........................
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Trustee Advances.............................................


                                  ARTICLE VIII

            CONCERNING THE TRUSTEE AND THE 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 and Certificate Administrator Not Liable for
               Validity or Sufficiency of Certificates or Trust
               Mortgage Loans..............................................
Section 8.04  Trustee and Certificate Administrator May Own Certificates...
Section 8.05  Fees and Expenses of Trustee and Certificate
               Administrator; Indemnification of and by Trustee and
               Certificate Administrator...................................
Section 8.06  Eligibility Requirements for Trustee and Certificate
               Administrator...............................................
Section 8.07  Resignation and Removal of the Trustee or Certificate
               Administrator...............................................
Section 8.08  Successor Trustee or Certificate Administrator...............
Section 8.09  Merger or Consolidation of Trustee or Certificate
               Administrator...............................................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Access to Certain Information................................
Section 8.12  Appointment of Custodians....................................
Section 8.13  Representations, Warranties and Covenants of the Trustee.....
Section 8.14  Representations, Warranties and Covenants of the
               Certificate Administrator...................................


                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All Trust
               Mortgage Loans..............................................
Section 9.02  Additional Termination Requirements..........................


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

Section 10.01  Tax Administration..........................................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01  Amendment...................................................
Section 11.02  Recordation of Agreement; Counterparts......................
Section 11.03  Limitation on Rights of Certificateholders and B Loan
                Holders....................................................
Section 11.04  Governing Law...............................................
Section 11.05  Notices.....................................................
Section 11.06  Severability of Provisions..................................
Section 11.07  Grant of a Security Interest................................
Section 11.08  Successors and Assigns; Beneficiaries.......................
Section 11.09  Article and Section Headings................................
Section 11.10  Notices to Rating Agencies..................................
<PAGE>

                                    EXHIBITS

A-1        Form of Class A-X and Class A-SP Certificates
A-2        Form of Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
             Class A-1-A, Class A-J, Class B, Class C and Class D Certificates
A-3        Form of Class E, Class F, Class G, Class H, Class J, Class K, Class
             L, Class M, Class N, Class O and Class P Certificates
A-4        Form of Class V Certificates
A-5        Form of Class R and Class LR Certificates
B-1        Schedule of Column Trust Mortgage Loans
B-2        Schedule of KeyBank Trust Mortgage Loans
B-3        Schedule of LaSalle Trust Mortgage Loans
B-4        Schedule of Lehman Trust Mortgage Loan
C-1        List of Additional Collateral Trust Mortgage Loans
C-2        List of Mezzanine Loans
D-1        Form of Master Servicer Request for Release
D-2        Form of Special Servicer Request for Release
E          Form of Certificate Administrator Report
F-1A       Form I of Transferor Certificate for Transfers of Non-Registered
             Certificates
F-1B       Form II of Transferor Certificate for Transfers of Non-Registered
             Certificates
F-1C       Form I of Transferor Certificate for Transfers of Interests in
             Global Certificates for Classes of Non-Registered Certificates
F-1D       Form II of Transferor Certificate for Transfers of Interests in
             Global Certificates for Classes of Non-Registered Certificates
F-2A       Form I of Transferee Certificate for Transfers of Non-Registered
             Certificates Held in Physical Form
F-2B       Form II of Transferee Certificate for Transfers of Non-Registered
             Certificates Held in Physical Form
F-2C       Form I of Transferee Certificate for Transfers of Interests in
             Non-Registered Certificates Held in Book-Entry Form
F-2D       Form II of Transferee Certificate for Transfers of Interests in
             Non-Registered Certificates Held in Book-Entry Form
G-1          Form of Transferee Certificate in Connection with ERISA
             (Non-Registered Certificates and Non-Investment Grade Certificates
             Held in Fully-Registered, Certificated Form)
G-2        Form of Transferee Certificate in Connection with ERISA
             (Non-Registered Certificates Held in Book-Entry Form)
H-1        Form of Residual Transfer Affidavit and Agreement for Transfers of
             Class R and Class LR Certificates
H-2        Form of Transferor Certificate for Transfers of Class R and Class LR
             Certificates
I          Reserved
J          Form of Affidavit of Lost Note
K          Form of Notice Regarding Defeasance of Trust Mortgage Loan
L          Schedule of Reference Rates
M          Form of Sarbanes-Oxley Certification
N          Schedule of Designated Sub-Servicers
O          Form of Custodial Certification
P          Trust Mortgage Loans Covered by Environmental Insurance Policy
Q          Reserved
R          Schedule of Broker Strip Loans
S-1        Form of Information Request from Certificateholder or Certificate
             Owner
S-2        Form of Information Request from Prospective Investor
T          Class A-AB Targeted Principal Balance Table
<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of December 1, 2004, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as
Master Servicer, LENNAR PARTNERS, INC., as Special Servicer, WELLS FARGO BANK,
N.A., as Trustee, and LASALLE BANK NATIONAL ASSOCIATION, as Certificate
Administrator and Paying Agent.


                             PRELIMINARY STATEMENT:

            Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as of December 1, 2004 (as such may from
time to time hereafter be amended, modified, supplemented and/or restated, the
"Column Mortgage Loan Purchase Agreement"), between Column as seller and the
Depositor as purchaser, those mortgage loans initially identified on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the "Original
Column Trust Mortgage Loans").

            KeyBank National Association (together with its successors in
interest, "KeyBank") has sold to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 1, 2004 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "KeyBank
Mortgage Loan Purchase Agreement"), between KeyBank as seller and the Depositor
as purchaser, those mortgage loans initially identified on the schedule attached
hereto as Exhibit B-2 (such mortgage loans, the "Original KeyBank Trust Mortgage
Loans").

            LaSalle Bank National Association (together with its successors in
interest, "LaSalle") has sold to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 1, 2004 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "LaSalle
Mortgage Loan Purchase Agreement"), between LaSalle as seller and the Depositor
as purchaser, those mortgage loans initially identified on the schedule attached
hereto as Exhibit B-3 (such mortgage loans, the "Original LaSalle Trust Mortgage
Loans").

            Lehman Brothers Holdings Inc., (together with its successors in
interest, "Lehman") has sold to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 1, 2004 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "Lehman
Mortgage Loan Purchase Agreement"), between Lehman as seller and the Depositor
as purchaser, that portion of the mortgage loan initially identified on the
schedule attached hereto as Exhibit B-4 (such mortgage loan, the "Original
Lehman Trust Mortgage Loan").

            The Depositor desires, among other things, to: (i) establish a trust
fund, consisting primarily of the Original Column Trust Mortgage Loans, the
Original KeyBank Trust Mortgage Loans, the Original LaSalle Trust Mortgage Loans
and the Original Lehman Trust Mortgage Loan (collectively, the "Original Trust
Mortgage Loans") and certain related rights, funds and property; (ii) cause the
issuance of a series of mortgage pass-through certificates in multiple classes,
which certificates will, in the aggregate, evidence the entire beneficial
ownership interest in such trust fund; and (iii) provide for the servicing and
administration of the mortgage loans, including the Original Trust Mortgage
Loans, and the other assets that from time to time constitute part of such trust
fund.

            Wells Fargo Bank, N.A. (together with its successors in interest,
"Wells Fargo") desires to act as "Trustee" hereunder; KeyCorp Real Estate
Capital Markets, Inc. (together with its successors in interest, "KRECM")
desires to act as "Master Servicer" hereunder; Lennar Partners, Inc. (together
with its successors in interest, "Lennar") desires to act as "Special Servicer"
hereunder; and LaSalle Bank National Association (together with its successors
in interest, "LaSalle") desires to act as "Certificate Administrator" and
"Paying Agent" hereunder.

            As provided herein, the Certificate Administrator shall elect or
shall cause an election to be made that each of REMIC I and REMIC II (each as
defined herein) be treated for federal income tax purposes as a "real estate
mortgage investment conduit" (a "REMIC"). The Excess Interest and the Excess
Interest Distribution Account shall not be assets of either REMIC but shall be
treated as assets of a grantor trust under subpart E, Part I of subchapter J of
the Code. The Class V Certificates will represent undivided beneficial interests
in the portion of the Trust Fund consisting of the Excess Interest and the
Excess Interest Distribution Account. Additionally, the Trust shall not include
any B Loan, any interest of any B Loan Holder or any interest of any B Loan
Holder in any Mortgage Loan Combination Custodial Account.

            As provided herein, the Certificate Administrator shall elect or
cause an election to be made to treat the segregated pool of assets consisting
of the Uncertificated REMIC I Interests and the proceeds thereof as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1-A, Class A-X, Class A-SP, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates will evidence "regular interests" in REMIC II
created hereunder. The Class R Certificates will evidence the sole Class of
"residual interests" in REMIC II. The following table sets forth the
designation, the initial pass-through rate (the "Pass-Through Rate"), the
aggregate initial principal amount (the "Original Certificate Balance") or
notional balance ("Original Notional Balance"), as applicable, and the initial
ratings given each Class (as indicated below) by the Rating Agencies (as defined
herein) for each Class of certificates comprising the interests in REMIC II
created hereunder:

                                    REMIC II


                                       Original Certificate
                                        Balance (or, in the
                                       case of the Class A-X
                                        or A-SP Certificates,        Initial
    Class              Initial          Original Notional          Ratings(1)
 Designation      Pass-Through Rate          Balance)              S&P/Moody's
--------------------------------------------------------------------------------
  Class A-1           3.8830%               $64,141,000              AAA/Aaa
  Class A-2           4.1830%              $241,510,000              AAA/Aaa
  Class A-3           4.4990%              $101,000,000              AAA/Aaa
  Class A-AB          4.5870%               $78,557,000              AAA/Aaa
  Class A-4           4.8290%              $575,728,000              AAA/Aaa
 Class A-1-A          4.7100%              $432,620,000              AAA/Aaa
  Class A-X           0.0754%(2)         $1,866,945,055(3)           AAA/Aaa
  Class A-SP          0.8537%(4)         $1,715,166,000(3)           AAA/Aaa
  Class A-J           4.8890%              $100,348,000              AAA/Aaa
   Class B            4.9290%(5)            $58,342,000               AA/Aa2
   Class C            4.9580%(6)            $16,336,000              AA-/Aa3
   Class D            5.0180%(7)            $32,671,000                A/A2
   Class E            5.1170%(8)            $25,671,000               A-/A3
   Class F            5.3240%(9)            $23,336,000             BBB+/Baa1
   Class G            5.4230%(10)           $18,670,000              BBB/Baa2
   Class H            5.5468%(11)           $25,670,000             BBB-/Baa3
   Class J            4.6490%(12)            $4,668,000              BB+/Ba1
   Class K            4.6490%(12)           $11,668,000               BB/Ba2
   Class L            4.6490%(12)            $9,335,000              BB-/Ba3
   Class M            4.6490%(12)            $7,001,000               NR/B1
   Class N            4.6490%(12)            $9,335,000               NR/B2
   Class O            4.6490%(12)            $4,667,000               NR/B3
   Class P            4.6490%(12)           $25,671,055               NR/NR
   Class R             None                    None(13)               NR/NR
--------------

(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.

(2)   The Class A-X Pass-Through Rate, as defined herein.

(3)   Original Notional Balance. The Class A-X and Class A-SP Certificates will
      not have a Certificate Balance and will not be entitled to receive
      distributions of principal.

(4)   The Class A-SP Pass-Through Rate, as defined herein.

(5)   The lesser of 4.9290% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(6)   The lesser of 4.9580% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(7)   The lesser of 5.0180% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(8)   The lesser of 5.1170% and the Weighted Average Net Mortgage Pass-Through
      Rate. .

(9)   The lesser of 5.3240% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(10)  The lesser of 5.3240% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(11)  The Weighted Average Net Mortgage Pass-Through Rate.

(12)  The lesser of 4.6490%% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(13)  The Class R Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount remaining
      in the REMIC II Distribution Account after all required distributions
      under this Agreement have been made to each other Class of Certificates
      will be distributed to the Holders of the Class R Certificates.


                                     REMIC I

            As provided herein, the Certificate Administrator shall elect or
cause an election to be made to treat the segregated pool of assets consisting
of the Trust Mortgage Loans (exclusive of Excess Interest and the Excess
Interest Distribution Account) and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC I." The Class LA-1-1, Class LA-1-2, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4, Class LA-3, Class LA-AB-1,
Class LA-AB-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-1-A-1, Class
LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6, Class
LA-1-A-7, Class LA-1-A-8, Class LA-J, Class LB, Class LC, Class LD-1, Class
LD-2, Class LD-3, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK,
Class LL, Class LM, Class LN, Class LO and Class LP Uncertificated Interests
will evidence "regular interests" in REMIC I (the "Uncertificated REMIC I
Interests") created hereunder. The Class LR Certificates will evidence the sole
Class of "residual interests" in REMIC I.

            The following table sets forth, for each Class of Sequential Pay
Certificates (the "Corresponding Certificates"), the corresponding
Uncertificated REMIC I Interest or Interests (the "Corresponding Uncertificated
REMIC I Interests"), the corresponding Component or Components of the Class A-X
and A-SP Certificates (the "Corresponding Components") and the Original REMIC I
Principal Amount for each Class of Uncertificated REMIC I Interests.


                     Corresponding                              Corresponding
                    Uncertificated                              Components of
Corresponding           REMIC I        Original REMIC I      Class A-X and A-SP
 Certificates       Interests(1)(2)    Principal Amount       Certificates(1)
--------------------------------------------------------------------------------
  Class A-1             LA-1-1             $8,469,000               A-1-1
                        LA-1-2            $55,672,000               A-1-2
  Class A-2             LA-2-1             $5,069,000               A-2-1
                        LA-2-2            $62,924,000               A-2-2
                        LA-2-3            $63,183,000               A-2-3
                        LA-2-4           $110,334,000               A-2-4
  Class A-3              LA-3            $101,000,000                A-3
  Class A-AB            LA-AB-1           $38,837,000              A-AB-1
                        LA-AB-2           $39,720,000              A-AB-2
  Class A-4             LA-4-1            $13,070,000               A-4-1
                        LA-4-2            $97,494,000               A-4-2
                        LA-4-3           $465,164,000               A-4-3
 Class A-1-A           LA-1-A-1            $3,289,000              A-1-A-1
                       LA-1-A-2           $19,384,000              A-1-A-2
                       LA-1-A-3           $20,149,000              A-1-A-3
                       LA-1-A-4           $20,900,000              A-1-A-4
                       LA-1-A-5           $46,747,000              A-1-A-5
                       LA-1-A-6           $16,945,000              A-1-A-6
                       LA-1-A-7           $43,631,000              A-1-A-7
                       LA-1-A-8          $261,575,000              A-1-A-8
  Class A-J              LA-J            $100,348,000                A-J
   Class B                LB              $58,342,000                 B
   Class C                LC              $16,336,000                 C
   Class D               LD-1                $828,000                D-1
                         LD-2             $22,782,000                D-2
                         LD-3              $9,061,000                D-3
   Class E                LE              $25,671,000                 E
   Class F                LF              $23,336,000                 F
   Class G                LG              $18,670,000                 G
   Class H                LH              $25,670,000                 H
   Class J                LJ               $4,668,000                 J
   Class K                LK              $11,668,000                 K
   Class L                LL               $9,335,000                 L
   Class M                LM               $7,001,000                 M
   Class N                LN               $9,335,000                 N
   Class O                LO               $4,667,000                 O
   Class P                LP              $25,671,055                 P
--------------

(1)   The Uncertificated REMIC I Interests and the Components of the Class A-X
      and Class A-SP Certificates that correspond to any particular Class of
      Sequential Pay Certificates also correspond to each other and,
      accordingly, constitute the "Corresponding Uncertificated REMIC I
      Interests" and the "Corresponding Components," respectively, with respect
      to each other.

(2)   The interest rate of each of the indicated Classes of Uncertificated REMIC
      I Interests is the Weighted Average Net Mortgage Pass-Through Rate.

            The Class LR Certificates will not have a Certificate Balance or
Notional Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available Distribution Amount
remaining in the REMIC I Distribution Account after distributing the REMIC I
Distribution Amount on each Distribution Date shall be distributed to the
Holders of the Class LR Certificates.

            The parties intend that the portion of the Trust Fund representing
the Excess Interest and the Excess Interest Distribution Account shall be
treated as a grantor trust under subpart E of Part 1 of subchapter J of Chapter
1 of Subtitle A of the Code and that the Class V Certificates shall represent
undivided beneficial interests in the portion of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account.

            As of the close of business on the Cut-off Date (as defined herein),
the Trust Mortgage Loans had an aggregate principal balance, after application
of all payments of principal due on or before such date, whether or not
received, equal to $1,866,945,055.

            In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

            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
Section 1.01, subject to modification in accordance with Section 1.04.

            "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

            "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.

            "30/360 Trust Mortgage Loan": A Trust Mortgage Loan that is a 30/360
Mortgage Loan.

            "A Loan": The Eastgate Mall Loan, FedEx-Midway Loan and each CBA A
Loan, each of which are senior in right of payment to the related B Loan(s), if
any, in accordance with the related Intercreditor Agreement.

            "Acceptable Insurance Default": With respect to any Mortgage Loan,
any default under the related Mortgage Loan Documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related all risk casualty
insurance policy maintained on the subject Mortgaged Property and (b) the
related Borrower's failure to obtain insurance that specifically covers acts of
terrorism, but only if the Special Servicer has determined, in its reasonable
judgment, that (i) such insurance is not available at commercially reasonable
rates and the subject hazards are not at the time commonly insured against for
real properties similar to the subject Mortgaged Property and located in and
around the region in which the subject Mortgaged Property is located or (ii)
such insurance is not available at any rate.

            "Accountant's Statement": As defined in Section 3.14.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates, an amount equal to
interest for the related Interest Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the related Certificate Balance of such Class (or, in the case of the Class A-X
and A-SP Certificates, on the Notional Balance thereof) immediately prior to
such Distribution Date. The Accrued Certificate Interest Amount for each such
Class shall be calculated on the basis of a 360-day year composed of twelve
30-day months.

            "Accrued Component Interest": With respect to each Component of the
Class A-X and Class A-SP Certificates for any Distribution Date, one month's
interest at the Class A-X Strip Rate or Class A-SP Strip Rate applicable to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date.
Accrued Component Interest shall be calculated on the basis of a 360-day year
composed of twelve 30-day months and, with respect to any Component and any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired on behalf of the Trust
Fund and REMIC I and, if applicable, the related B Loan Holder within the
meaning of Treasury Regulations Section 1.856-6(b)(1), which is the first day on
which REMIC I is treated as the owner of the Trust Fund's interest in such REO
Property for federal income tax purposes.

            "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 recurring accrual period) in a year assumed to consist of 360 days.

            "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on
an Actual/360 Basis.

            "Actual/360 Trust Mortgage Loan": A Trust Mortgage Loan that is an
Actual/360 Mortgage Loan.

            "Additional Collateral": With respect to each Additional Collateral
Trust Mortgage Loan, the cash reserve or irrevocable letter of credit partially
securing such Additional Collateral Trust Mortgage Loan.

            "Additional Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1 attached hereto.

            "Additional Servicing Compensation": As defined in Section 3.11(a).

            "Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees, Primary Servicing Fees, and Trustee Fees, including Certificate
Administrator Fees) experienced with respect to the Trust Fund and not otherwise
included in the calculation of a Realized Loss that would result in the Holders
of any Class of Certificates receiving less than the total of their Optimal
Interest Distribution Amount and Remaining Principal Distribution Amount for any
Distribution Date.

            "Administrative Fee Rate": With respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the sum of the related
Master Servicing Fee Rate, if applicable, the Primary Servicing Fee Rate, if
applicable, and the Trustee Fee Rate, including the Certificate Administrator
Fee Rate.

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

            "Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as applicable.

            "Adverse Grantor Trust Event": Any impairment of the status of
Grantor Trust V as a Grantor Trust or the imposition of a tax upon either
Grantor Trust V or any of its assets or transactions.

            "Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto).

            "Adverse REMIC Event": Either (i) any impairment of the status of
either REMIC Pool as a REMIC or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon either REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions set forth in Section 860G(d) of the
Code).

            "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.

            "Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing Date.

            "AICPA": As defined in Section 3.14.

            "A.M. Best": A.M. Best Company or its successor in interest.

            "Anticipated Repayment Date": With respect to any ARD Mortgage Loan,
the date specified in the related Note, as of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date is prior to the Maturity Date for
such Mortgage Loan.

            "Appraisal": An appraisal prepared in accordance with 12 C.F.R. ss.
225.64 by an Appraiser selected by the Master Servicer or Special Servicer, as
applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan (and for any A Loan, subject to the following paragraphs) as to
which an Appraisal Reduction Event has occurred, an amount calculated monthly by
the Special Servicer as of (and reported to the Master Servicer and the
Certificate Administrator no later than) the related Determination Date equal to
the excess, if any, of (1) the Stated Principal Balance of the subject Mortgage
Loan over (2) the excess, if any, of (i) the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as determined (I) with respect to any
Mortgage Loan with an outstanding principal balance equal to or greater than
$2,000,000, by an Appraisal (or an update of a prior Appraisal) (the costs of
which shall be paid by the Master Servicer as a Servicing Advance) or (II) with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, by an Appraisal (or an update of a prior Appraisal) (the costs of
which shall be paid by the Master Servicer as a Servicing Advance) or an
internal valuation performed by the Special Servicer, plus (B) any letter of
credit, reserve, escrow or similar amount held by the Master Servicer which may
be applied to payments on the subject Mortgage Loan, over (ii) the sum of (X) to
the extent not previously advanced by the Master Servicer or the Trustee, all
unpaid interest on the subject Mortgage Loan at a per annum rate equal to its
Mortgage Rate, (Y) all unreimbursed Advances in respect of the subject Mortgage
Loan, together with interest thereon at the Reimbursement Rate, and (Z) all
currently due and unpaid real estate taxes and assessments, Insurance Policy
premiums, ground rents and all other amounts due and unpaid with respect to the
subject Mortgage Loan (which taxes, assessments, premiums, ground rents and
other amounts have not been subject to an Advance by the Master Servicer or the
Trustee and/or for which funds have not been escrowed); provided that, if
neither a required Appraisal has been obtained nor an internal valuation is
completed within the period required under Section 3.19(c) with respect to the
subject Mortgage Loan, then until such Appraisal is obtained or such internal
valuation is completed, as the case may be, in accordance with Section 3.19(c),
the subject Appraisal Reduction Amount shall be equal to 25% of the Stated
Principal Balance of the subject Mortgage Loan as of the date of the related
Appraisal Reduction Event; and provided, further, that if the related Mortgaged
Property has become an REO Property, then the above references to "Mortgage
Loan" in this definition shall mean the related REO Mortgage Loan.

            In the case of the Eastgate Mall Loan (or any successor Eastgate
Mall REO Loan with respect thereto), any Appraisal Reduction Amount will be
calculated in respect of the Eastgate Mall Total Loan (or any successor Eastgate
Mall REO Loan with respect thereto), as if it was a single Trust Mortgage Loan
(or single REO Trust Mortgage Loan), and any Appraisal Reduction Amount shall be
allocated first to the Eastgate Mall B-2 Loan (or any successor Eastgate Mall
REO Loan with respect thereto), up to the outstanding principal balance of such
Junior Loan (or Eastgate Mall REO Loan), second to the Eastgate Mall B-1 Loan
(or any successor Eastgate Mall REO Loan with respect thereto), up to the
outstanding principal balance of such Junior Loan (or Eastgate Mall REO Loan),
and then to the Eastgate Mall Loan (or any successor Eastgate Mall REO Loan with
respect thereto).

            In the case of the FedEx-Midway Loan (or any successor FedEx-Midway
REO Loan with respect thereto), any Appraisal Reduction Amount will be
calculated in respect of the FedEx-Midway Total Loan (or any successor
FedEx-Midway REO Loan with respect thereto), as if it was a single Trust
Mortgage Loan (or single REO Trust Mortgage Loan), and any Appraisal Reduction
Amount shall be allocated first to the FedEx-Midway B Loan (or any successor
FedEx-Midway REO Loan with respect thereto), up to the outstanding principal
balance of such Junior Loan (or FedEx-Midway REO Loan), and then to the
FedEx-Midway Loan (or any successor FedEx-Midway REO Loan with respect thereto).

            In the case of any CBA A Loan (or any successor REO Mortgage Loan
with respect thereto), any Appraisal Reduction Amount will be calculated in
respect of the related CBA A/B Mortgage Loan Combination (or any successor REO
Mortgage Loans with respect thereto) as if it was a single Trust Mortgage Loan
(or a single REO Mortgage Loan), and any Appraisal Reduction Amount shall first
be allocated to the related CBA B Loan (or any successor REO Mortgage Loan with
respect thereto) up to the outstanding principal balance of such CBA B Loan (or
REO Mortgage Loan), and then any remaining portion of any such Appraisal
Reduction Amount shall be allocated to the related CBA A Loan (or any successor
REO Mortgage Loan with respect thereto). Notwithstanding anything herein to the
contrary, the aggregate Appraisal Reduction Amount related to a Trust Mortgage
Loan or the related REO Property will be reduced to zero as of the date such
Trust Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust Fund.

            "Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (ii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date for a period of six months or
less), becomes effective as a result of a modification of such Mortgage Loan by
the Special Servicer, (iii) 60 days after a receiver has been appointed for the
Borrower of the related Mortgaged Property, (iv) 30 days after a Borrower
declares bankruptcy, (v) 60 days after the Borrower has become the subject of a
decree or order for a bankruptcy proceeding that shall have remained in force
undischarged and unstayed, and (vi) immediately after the related Mortgaged
Property becomes an REO Property; provided, however, that an Appraisal Reduction
Event shall not be deemed to occur at any time on and after the dates when the
aggregate Certificate Balances of all Classes of Principal Balance Certificates
(other than the Class A-P&I Certificates) have been reduced to zero. The Special
Servicer shall notify the Master Servicer and, with respect to any Mortgage Loan
Combination, the related B Loan Holder, promptly upon the occurrence of any of
the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Mortgage Loan": Any Mortgage Loan that provides for the accrual
of Excess Interest thereon if such Mortgage Loan is not paid in full on or prior
to its Anticipated Repayment Date.

            "ARD Trust Mortgage Loan": A Trust Mortgage Loan that is an ARD
Mortgage Loan.

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to KRECM or its permitted assignee pursuant to Section 3.11(a) and
subject to reduction by the Trustee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related 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.

            "Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment (and any successor REO Mortgage Loan with respect thereto 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 based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due (and, if applicable, assuming the
related Mortgaged Property had not become an REO Property), after giving effect
to any modification of such Mortgage Loan; and (b) one month's interest on the
Stated Principal Balance of such Mortgage Loan (or REO Mortgage Loan)
immediately prior to the related Distribution Date (or, in the case of a B Loan
or any successor REO B Loan with respect thereto, the outstanding principal
balance thereof during the corresponding Mortgage Interest Accrual Period) at
the applicable Mortgage Rate. For any Collection Period and any REO Mortgage
Loan that is not delinquent in respect of its Balloon Payment, an amount equal
to the sum of: (a) the principal portion of the Monthly Payment that would have
been due on the related Mortgage Loan on the related Due Date based on the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate, less any applicable Excess Rate), if applicable, assuming
the related Mortgaged Property had not become an REO Property, after giving
effect to any modification of the related Mortgage Loan; and (b) one month's
interest on the Stated Principal Balance of such REO Mortgage Loan immediately
prior to the related Distribution Date (or, in the case of an REO B Loan, the
outstanding principal balance thereof during the corresponding Mortgage Interest
Accrual Period) at the applicable Mortgage Rate (less any applicable Excess
Rate).

            "ASTM": The American Society for Testing and Materials.

            "Authenticating Agent": Any authenticating agent appointed by the
Certificate Administrator pursuant to Section 3.33.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on or with respect to the Mortgage
      Pool and on deposit in the Collection Account as of the close of business
      on the related Determination Date, exclusive of the following amounts
      (without duplication):

                  (i) all Monthly Payments collected but due on a Due Date after
            the end of the related Collection Period;

                  (ii) all amounts in the Collection Account that are payable or
            reimbursable to any Person from such account pursuant to clauses
            (ii) through (xix), inclusive, of Section 3.05(a);

                  (iii) all amounts that are payable or reimbursable to any
            Person pursuant to clauses (ii) through (ix), inclusive, of Section
            3.05(b);

                  (iv) all Yield Maintenance Charges and all Static Prepayment
            Premiums;

                  (v) all amounts deposited in the Collection Account in error;

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

                  (vii) if such Distribution Date occurs in February of 2005 or
            any year thereafter or in January of 2005 or any year thereafter
            that is not a leap year, the Withheld Amounts in respect of the
            Interest Reserve Loans that are to be deposited in the Interest
            Reserve Account on such Distribution Date and held for future
            distribution pursuant to Section 3.28;

                  (viii) amounts payable to any B Loan Holder pursuant to the
            terms of the related Intercreditor Agreement;

                  (ix) Excess Interest; and

                  (x) Excess Liquidation Proceeds;

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the REO Trust Mortgage
      Loans from the REO Account to the Collection Account for such Distribution
      Date pursuant to Section 3.16(c);

            (c) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to any A Loan (or any
      successor REO Trust Mortgage Loan with respect thereto) from the related
      Mortgage Loan Combination Custodial Account to the Collection Account, in
      any event for such Distribution Date pursuant to Section 3.04;

            (d) the aggregate amount of any P&I Advances made in respect of the
      Trust Mortgage Loans by the Master Servicer or the Trustee, as applicable,
      for such Distribution Date pursuant to Section 4.03 or 7.05 (which P&I
      Advances shall not include any related Master Servicing Fees, Primary
      Servicing Fees or Workout Fees);

            (e) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date; and with respect to the first
      Distribution Date, the Closing Date Deposit Amount deposited into the
      Distribution Account pursuant to Section 2.01(h).

            (f) any payments required to be made by the Master Servicer pursuant
      to Section 3.02(c) in respect of such Distribution Date; and

            (g) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred (pursuant to Section 3.04(d)) from the
      Excess Liquidation Proceeds Account to the Distribution Account in respect
      of such Distribution Date.

            "B Loan": With respect to each A Loan, the other mortgage loan(s)
that (i) is not included in the Trust Fund, (ii) is subordinate in right of
payment to such A Loan to the extent set forth in the related CBA A/B
Intercreditor Agreement, Eastgate Mall Intercreditor Agreement or FedEx-Midway
Intercreditor Agreement, as applicable, and (iii) is secured by the same
Mortgage on the same Mortgaged Property as such A Loan.

            "B Loan Holder": With respect to any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and assigns, as the holder of such B
Loan, with respect to any Eastgate Mall B-2 Loan or Eastgate Mall B-1 Loan, the
Eastgate Mall B-2 Loan Holder or Eastgate Mall B-1 Loan Holder, respectively,
and with respect to the FedEx-Midway B Loan, FedEx-Midway B Loan Holder.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule extending materially beyond its Maturity
Date or for no amortization until its Maturity Date.

            "Balloon Trust Mortgage Loan": A Trust Mortgage Loan that is a
Balloon Mortgage Loan.

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

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "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-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates, a fraction (not greater than 1) (a) whose
numerator is the amount, if any, by which (i) the Pass-Through Rate on such
Class of Certificates exceeds (ii) the Yield Rate used in calculating the Yield
Maintenance Charge 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 Master Servicer)
used in calculating the Yield Maintenance Charge 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.

            "Base Prospectus": That certain prospectus dated December 16, 2004,
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

            "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.

            "Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

            "Borrower": With respect to any Mortgage Loan, the obligor or
obligors on any related Note or Notes, including, without limitation, any Person
that has acquired the related Mortgaged Property and assumed the obligations of
the original obligor under the Note or Notes.

            "Breach": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

            "Broker Strip": With respect to each Broker Strip Loan, the right to
receive interest accrued on the principal balance of such Mortgage Loan at the
Broker Strip Rate for such Mortgage Loan.

            "Broker Strip Loans": The Mortgage Loans listed on Exhibit R hereto.

            "Broker Strip Payee": With respect to any Broker Strip Loan, the
"Broker Strip Payee" specified on Exhibit R hereto with respect to such Mortgage
Loan.

            "Broker Strip Rate": With respect to each Broker Strip Loan, the
"Broker Strip Rate" specified on Exhibit R hereto with respect to such Mortgage
Loan.

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the states where the Collection Account,
Distribution Account, Trustee, Certificate Administrator, Master Servicer or
Special Servicer are located and are authorized or obligated by law or executive
order to remain closed.

            "Cash Collateral Account": With respect to any Mortgage 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 account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller's interest in such Mortgage Loan. 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 3.06, which Person shall, if required under the Code, be taxed on all
reinvestment income or gain thereon. The Master Servicer shall be permitted to
make withdrawals therefrom solely for deposit into the Collection Account or a
Servicing Account, or to remit to Borrower as required by the related loan
documents, as applicable. To the extent not inconsistent with the terms of the
related Mortgage Loan Documents, each such Cash Collateral Account shall be an
Eligible Account.

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

            "CBA A/B Intercreditor Agreement": With respect to each CBA A/B
Mortgage Loan Combination, the related Intercreditor Agreement Among Note
Holders by and between Column, as the initial holder of the related A Loan, and
CBA-Mezzanine Capital Finance, LLC, as the initial holder of the related B Loan.

            "CBA A/B Material Default": With respect to any CBA A/B Mortgage
Loan Combination, a "Material Default" under, and within the meaning of, the
related CBA A/B Intercreditor Agreement.

            "CBA A/B Mortgage Loan Combination": Any CBA A Loan together with
the related CBA B Loan.

            "CBA A Loan": The Mortgage Loans identified on Exhibit B hereto as
Mill Valley Apartments, Medical Center Apartments, Oakwood Apartments, Cross
Creek Apartments and Parkside Apartments, which are senior in right of payment
to the related CBA B Loan, to the extent set forth in the related CBA A/B
Intercreditor Agreement.

            "CBA B Loan": With respect to each CBA A Loan, the related B Loan
not included in the Trust.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2004-C5, as executed by the Certificate
Registrar and authenticated and delivered hereunder by the Authenticating Agent.

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

            "Certificate Administrator Account": As defined in Section 3.06(a).

            "Certificate Administrator Fee": The portion of the Trustee Fee
calculated at the Certificate Administrator Fee Rate payable to the Certificate
Administrator pursuant to the terms hereof.

            "Certificate Administrator Fee Rate": 0.00059% per annum.

            "Certificate Administrator Report": As defined in Section 4.02(a).

            "Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.03(h)).

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R or Class
LR Certificate for any purpose hereof; and (ii) solely for purposes of giving
any consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator in its respective capacity as such (other than any
consent, approval or waiver contemplated by any of Sections 3.21, 3.31 and
7.01(c) or by the Series 2004-C5 Directing Certificateholder in its capacity as
such), any Certificate registered in the name of such party or in the name of
any Affiliate 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, approval or waiver that specifically relates to such party has been
obtained. The Certificate Registrar shall be entitled to request and
conclusively rely upon a certificate of the Depositor, the Master Servicer or
the Special Servicer in determining whether a Certificate is registered in the
name of an Affiliate of such Person. All references herein to
"Certificateholders" or "Holders" shall reflect the rights of Certificate Owners
only insofar as they may indirectly exercise such rights through the Depository
and the Depository Participants (except as otherwise specified herein), it being
herein acknowledged and agreed that the parties hereto shall be required to
recognize as a "Certificateholder" or "Holder" only the Person in whose name a
Certificate is registered in the Certificate Register.

            "Certificateholder Reports": Collectively, the Certificate
Administrator Report and the CMSA Investor Reporting Package.

            "Certificate Notional Amount": With respect to any Class A-X or
Class A-SP Certificate, as of any date of determination, the then notional
amount of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class A-X or Class
A-SP Notional Amount, as applicable.

            "Certificate Owner": With respect to any Book-Entry 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 Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Register": The register maintained pursuant to Section
5.02.

            "Certificate Registrar": LaSalle Bank National Association, in its
capacity as certificate registrar, or any successor certificate registrar
appointed as herein provided.

            "Certification Parties": As defined in Section 3.26(b).

            "Certifying Person": As defined in Section 3.26(b).

            "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same payment terms.
The respective Classes of Certificates are designated in Section 5.01(a).

            "Class": With respect to any Certificates or Uncertificated REMIC I
Interests, all of the Certificates or Uncertificated REMIC I Interests bearing
the same alphabetical and, if applicable, numerical class designation.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-1 Pass-Through Rate": 3.8830% per annum.

            "Class A-1-A Certificate": A Certificate designated as "Class A-1-A"
on the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-1-A Components": Component A-1-A-1, Component A-1-A-2,
Component A-1-A-3, Component A-1-A-4, Component A-1-A-5, Component A-1-A-6,
Component A-1-A-7 and Component A-1-A-8.

            "Class A-1-A Pass-Through Rate": 4.7100% per annum.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-2 Pass-Through Rate": 4.1830% per annum.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-3 Pass-Through Rate": 4.4990% per annum.

            "Class A-AB Certificate": A Certificate designated as "Class A-AB"
on the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-AB Pass-Through Rate": 4.5870% per annum.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-4 Pass-Through Rate": 4.8290% per annum.

            "Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-J Pass-Through Rate": 4.8890% per annum.

            "Class A-P&I Certificates": The Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4 and Class A-1-A Certificates, collectively.

            "Class A-SP Certificate": A Certificate designated as "Class A-SP"
on the face thereof, in the form of Exhibit A-1 hereto.

            "Class A-SP Component": Each of Component A-1-2, Component A-2-1,
Component A-2-2, Component A-2-3, Component A-2-4, Component A-3, Component
A-AB-1, Component A-AB-2, Component A-4-1, Component A-4-2, Component A-4-3,
Component A-J, Component B, Component C, Component D-1, Component D-2, Component
D-3, Component E and each Class A-1-A Component (other than Component A-1-A-1).

            "Class A-SP Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of the Class A-SP Components that
have not reached their Component Crossover Date.

            "Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage Pass-Through Rate for
such Distribution Date and (II) the I/O Split Rate for such Distribution Date
minus (y) the Pass-Through Rate for the Corresponding Certificates (provided
that in no event shall any Class A-SP Strip Rate be less than zero), and (ii)
for any Distribution Date occurring after the related Component Crossover Date,
0% per annum.

            "Class A-SP Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-SP Strip Rates of the Class A-SP Components (weighted on the basis of
their respective Component Notional Amounts) for such Distribution Date.

            "Class A-X Certificate": A Certificate designated as "Class A-X" on
the face thereof, in the form of Exhibit A-1 hereto.

            "Class A-X Component": Each of the Components.

            "Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class A-X Pass-Through Rate": The per annum rate, expressed as a
percentage, equal to the weighted average of the Class A-X Strip Rates of the
Class A-X Components (weighted on the basis of their respective Component
Notional Amounts) for such Distribution Date.

            "Class A-X Strip Rate": With respect to any Class A-X Component
(other than the Class A-SP Components) for any Distribution Date, a rate per
annum equal to (i) the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates, and in the case of Class A-SP Components, (A) for any Distribution
Date occurring on or before the related Component Crossover Date, (x) the
Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date minus
(y) the sum of the Pass-Through Rate for the Corresponding Certificates for such
Distribution Date and the Class A-SP Strip Rate for such Component for such
Distribution Date, and (B) for any Distribution Date occurring after the related
Component Crossover Date, a rate per annum equal to (x) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding Certificates (provided that in no event
shall any Class A-X Strip Rate be less than zero).

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-2 hereto.

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.9290% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-2 hereto.

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.9580% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-2 hereto.

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0180% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1170% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.3240% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.4230% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class LA-1-1 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-1-2 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2-1 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2-2 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2-3 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2-4 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-3 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-AB-1 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-AB-2 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-4-1 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-4-2 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-4-3 Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-1-A-1 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-2 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-3 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-4 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-5 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-6 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-7 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-1-A-8 Uncertificated Interest": A regular interest in
REMIC I that is held as an asset of REMIC II and having the Original REMIC I
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

            "Class LA-J Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LB Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LC Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LD-1 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LD-2 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LD-3 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LE Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LF Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LG Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LH Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LJ Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LK Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LL Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LM Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LN Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LO Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LP Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-5 hereto.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6490% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-8 hereto.

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, in the form of Exhibit A-4 hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Class Principal Balance": The aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates.

            "Clearstream": Clearstream Banking, societe anonyme or any
successor.

            "Closing Date": December 28, 2004.

            "Closing Date Deposit Amount": $116,818.51, representing the
aggregate amount of interest that would have accrued at the related Net Mortgage
Rates during the Collection Period ending in January 2005 for those Mortgage
Loans that do not have their first Monthly Payment due until February 2005.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, 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 one of whose principal
purposes 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 Servicer and reasonably acceptable to the Trustee, the Certificate
Administrator, the Special Servicer and the Series 2004-C5 Directing
Certificateholder.

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

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

            "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 as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally.

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

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

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

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

            "CMSA Investor Reporting Package": Collectively:

            (a) the following six 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 and (vi) CMSA Collateral Summary
      File; and

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

            "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 as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

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

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

            "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 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-backed securities transactions generally.

            "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 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-backed securities
transactions generally.

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

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

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or 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-backed securities transactions generally.

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

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

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

            "Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, could be applied to the Trust or the Certificates.

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by the Master
Servicer pursuant to Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders, into which the amounts set forth in Section 3.04(a) shall be
deposited directly, which, subject to Section 3.04(h), shall be entitled
substantially as follows: "KRECM, in trust for Wells Fargo Bank, N.A., as
Trustee, on behalf of Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C5, Collection
Account". The Collection Account shall be an Eligible Account (or, subject to
Section 3.04(h), a sub-account of an Eligible Account) and, except for the
Excess Interest held therein, shall be part of REMIC I.

            "Collection Period": With respect to any Distribution Date, the
period commencing on the date immediately following the Determination Date in
the calendar month preceding the month in which such Distribution Date occurs
(or, in the case of the initial Distribution Date, commencing as of the Closing
Date) and ending on and including the Determination Date in the calendar month
in which such Distribution Date occurs.

            "Column": As defined in the Preliminary Statement to this Agreement.

            "Column Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "Column Performance Guarantee": The Guarantee dated as of December
1, 2004, from the Column Performance Guarantor in favor of the Trustee, relating
to the obligations of Column under Section 7 of the Column Mortgage Loan
Purchase Agreement.

            "Column Performance Guarantor": Credit Suisse First Boston acting
through the Cayman Branch, its successor in interest or any successor guarantor
under the Column Performance Guarantee.

            "Column Trust Mortgage Loan": Any Trust Mortgage Loan that is either
an Original Column Trust Mortgage Loan or a Replacement Trust Mortgage Loan that
was delivered under the Column Mortgage Loan Purchase Agreement or the Column
Performance Guarantee in substitution for an Original Column Trust Mortgage
Loan.

            "Commission": The Securities and Exchange Commission.

            "Component": Each of Component A-1-1, Component A-1-2, Component
A-2-1, Component A-2-2, Component A-2-3, Component A-2-4, Component A-3,
Component A-AB-1, Component A-AB-2, Component A-4-1, Component A-4-2, Component
A-4-3, each Class A-1-A Component, Component A-J, Component B, Component C,
Component D-1, Component D-2, Component D-3, Component E, Component F, Component
G, Component H, Component J, Component K, Component L, Component M, Component N,
Component O and Component P.

            "Component A-1-1": One of thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-1 Uncertificated Interest as of any date of
determination.

            "Component A-1-2": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-2 Uncertificated Interest as of any date of
determination.

            "Component A-1-A-1": One of thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-1 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-2": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-2 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-3": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-3 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-4": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-4 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-5": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-5 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-6": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-6 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-7": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-7 Uncertificated Interest as of any date
of determination.

            "Component A-1-A-8": One of the thirty-seven components of the Class
A-X Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A-8 Uncertificated Interest as of any date
of determination.

            "Component A-2-1": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-2-1 Uncertificated Interest as of any date of
determination.

            "Component A-2-2": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-2-2 Uncertificated Interest as of any date of
determination.

            "Component A-2-3": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-2-3 Uncertificated Interest as of any date of
determination.

            "Component A-2-4": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-2-4 Uncertificated Interest as of any date of
determination.

            "Component A-3": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-3 Uncertificated Interest as of any date of
determination.

            "Component A-AB-1": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-AB-1 Uncertificated Interest as of any date
of determination.

            "Component A-AB-2": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-AB-2 Uncertificated Interest as of any date
of determination.

            "Component A-4-1": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-4-1 Uncertificated Interest as of any date of
determination.

            "Component A-4-2": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-4-2 Uncertificated Interest as of any date of
determination.

            "Component A-4-3": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-4-3 Uncertificated Interest as of any date of
determination.

            "Component A-J": One of thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-J Uncertificated Interest as of any date of
determination.

            "Component B": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LB Uncertificated Interest as of any date of
determination.

            "Component C": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LC Uncertificated Interest as of any date of
determination.

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


Class A-SP Component                            Component Crossover Date
--------------------                            ------------------------
Components A-1-2, A-2-1 and A-1-A-2             December 2005 Distribution Date
--------------------------------------------------------------------------------
Components A-2-2 and A-1-A-3                    December 2006 Distribution Date
--------------------------------------------------------------------------------
Components A-2-3 and A-1-A-4                    December 2007 Distribution Date
--------------------------------------------------------------------------------
Components A-2-4, A-AB-1, A-3 and A-1-A-5       December 2008 Distribution Date
--------------------------------------------------------------------------------
Components A-AB-2, A-4-1, A-1-A-6, D-1 and E    December 2009 Distribution Date
--------------------------------------------------------------------------------
Components A-4-2, A-1-A-7 and D-2               December 2010 Distribution Date
--------------------------------------------------------------------------------
Components A-J, A-4-3, A-1-A-8, B, C and D-3    December 2011 Distribution
                                                Date
--------------------------------------------------------------------------------


            "Component D-1": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LD-1 Uncertificated Interest as of any date of
determination.

            "Component D-2": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LD-2 Uncertificated Interest as of any date of
determination.

            "Component D-3": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LD-3 Uncertificated Interest as of any date of
determination.

            "Component E": One of the thirty-seven components of the Class A-X
Certificates and one of the twenty-five components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LE Uncertificated Interest as of any date of
determination.

            "Component F": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LF Uncertificated Interest as of any date of
determination.

            "Component G": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LG Uncertificated Interest as of any date of
determination.

            "Component H": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LH Uncertificated Interest as of any date of
determination.

            "Component J": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LJ Uncertificated Interest as of any date of
determination.

            "Component K": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LK Uncertificated Interest as of any date of
determination.

            "Component L": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LL Uncertificated Interest as of any date of
determination.

            "Component M": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LM Uncertificated Interest as of any date of
determination.

            "Component N": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LN Uncertificated Interest as of any date of
determination.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then REMIC I Principal Amount of
its Corresponding Uncertificated REMIC I Interest.

            "Component O": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LO Uncertificated Interest as of any date of
determination.

            "Component P": One of the thirty-seven components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LP Uncertificated Interest as of any date of
determination.

            "Confidential Offering Circular": The final Confidential Offering
Circular dated December 16, 2004, relating to certain Classes of the
Non-Registered Certificates delivered by the Depositor to CSFB LLC as of the
Closing Date.

            "Controlling Class": As of any date of determination, the Class of
Principal Balance Certificates with the lowest payment priority pursuant to
Sections 4.01(a) and 4.01(b), that has a then outstanding Class Principal
Balance that is not less than 25% of its initial Class Principal Balance;
provided that, if no Class of Principal Balance Certificates has a Class
Principal Balance that satisfies the foregoing requirement, then the Controlling
Class shall be the Class of Principal Balance Certificates with the lowest
payment priority pursuant to Sections 4.01(a) and 4.01(b), that has a then
outstanding Class Principal Balance greater than zero. For purposes of this
definition, the respective Classes of the Class A-P&I Certificates shall be
treated as a single Class and, if appropriate under the terms of this
definition, shall collectively constitute the Controlling Class. As of the
Closing Date, the Controlling Class shall be the Class P Certificates.

            "Controlling Class Certificateholder": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time.

            "Corporate Trust Office": The corporate trust office of (i) the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C5 or (ii) the
Certificate Administrator at which at any particular time its global
securitization trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securitization Trust Services Group, CSFB 2004-C5.

            "Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or any
B Loan as to which the related Trust Mortgage Loan is a Corrected Mortgage Loan
as described in the definition of "Servicing Transfer Event".

            "Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that had
been a Specially Serviced Trust Mortgage Loan but as to which all Servicing
Transfer Events have ceased to exist.

            "Corresponding Certificates": As defined in the Preliminary
Statement hereto.

            "Corresponding Components": As defined in the Preliminary Statement
hereto.

            "Corresponding Uncertificated REMIC I Interests": As defined in the
Preliminary Statement hereto.

            "Cross-Collateralized Group": Any group of Crossed Trust Mortgage
Loans.

            "Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Trust Mortgage Loan. For
the avoidance of doubt, none of the Eastgate Mall Loan, the FedEx-Midway Loan
and any CBA A Loan shall be deemed a Crossed Trust Mortgage Loan under this
Agreement.

            "Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining related Crossed Trust Mortgage Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the greater of (a) the Debt Service Coverage Ratio
for all such related Crossed Trust Mortgage Loans, including the affected
Crossed Trust Mortgage Loan, for the four calendar quarters immediately
preceding the repurchase or substitution and (b) 1.25x, (ii) the loan-to-value
ratio for any remaining related Crossed Trust Mortgage Loans determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller is not
greater than the lesser of (a) the loan-to-value ratio for all such related
Crossed Trust Mortgage Loans, including the affected Crossed Trust Mortgage Loan
set forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
loan-to-value ratio for all such related Crossed Trust Mortgage Loans, including
the affected Crossed Trust Mortgage Loan, determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller and (c) 75.0%, and (iii) the Trustee
and the Certificate Administrator receive an Opinion of Counsel (at the expense
of the related Mortgage Loan Seller) to the effect that such repurchase or
substitution will not result in the imposition of a tax on the assets of the
Trust Fund or cause either REMIC Pool to fail to qualify as a REMIC for federal
or applicable state tax purposes at any time that any of the Certificates are
outstanding.

            "CSFB LLC": Credit Suisse First Boston LLC or its successor in
interest.

            "Cure Event": The exercise by any Eastgate Mall Junior Loan Holder,
FedEx-Midway Junior Loan Holder or any CBA B Loan Holder of the cure rights, if
any, set forth in the related Intercreditor Agreement, in each case in
accordance with the applicable Intercreditor Agreement.

            "Cure Payments": With respect to any Mortgage Loan Combination, as
to which the related Intercreditor Agreement provides that a Junior Loan Holder
shall be entitled to cure a default under the related Mortgage Loan, the
payments that such Junior Loan Holder makes to the Master Servicer, Special
Servicer or Trustee, as applicable, which payments shall consist (without
duplication) of all actual costs, expenses, losses, obligations, damages,
penalties, and disbursements imposed on or incurred (whether or not yet paid) by
the Master Servicer, Special Servicer or Trustee, as applicable (including,
without limitation, all unreimbursed Advances (without regard to whether such
Advance would be a Nonrecoverable Advance), and any interest accrued thereon,
Default Interest and any servicing compensation incurred with respect to the
related Mortgage Loan) during the period of time from the expiration of the
grace period under such Mortgage Loan that gave rise to such Cure Event until
such Cure Payment is made or such other cure is otherwise effected.

            "Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.12 as a document custodian for the Mortgage Files.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Trust Mortgage Loans in December 2004 (or for loans which had
closing dates in December 2004, the closing date of such loan).

            "Cut-off Date Principal Balance": With respect to any Original Trust
Mortgage Loan, the outstanding principal balance of such Trust Mortgage Loan as
of the Cut-off Date, after application of all payments of principal due on or
before such date, whether or not received.

            "Debt Service Coverage Ratio": With respect to any Trust Mortgage
Loan for any twelve-month period covered by an annual operating statement for
the related Mortgaged Property, the ratio of (i) Net Operating Income produced
by the related Mortgaged Property during such period to (ii) the aggregate
amount of Monthly Payments (other than any Balloon Payment) due under such Trust
Mortgage Loan during such period.

            "Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), any amounts collected
thereon, other than late payment charges or Yield Maintenance Charges, that
represent interest in excess of interest accrued on the principal balance of
such Trust Mortgage Loan (or REO Mortgage Loan) at the related Mortgage Rate,
such excess interest arising out of a default under such Mortgage Loan.

            "Defaulted Trust Mortgage Loan": A Trust Mortgage Loan that is at
least sixty days delinquent in respect of its Monthly Payments, or delinquent in
respect of its Balloon Payment, if any, in each case without giving effect to
any grace period permitted by the related Mortgage or Note, or if any
non-monetary event of default occurs that results in the Trust Mortgage Loan
becoming a Specially Serviced Trust Mortgage Loan; provided, however, that no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than ten dollars of all amounts due and payable on such Trust Mortgage Loan
has not been received.

            "Defaulting Party": As defined in Section 7.01(b).

            "Defeasance Collateral": As defined in Section 3.08(f).

            "Defeasance Mortgage Loan": As defined in Section 3.08(f).

            "Defect": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

            "Defective Trust Mortgage Loan": Any Trust Mortgage Loan as to which
there exists a Material Breach or a Material Defect that has not been cured in
all material respects.

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

            "Deleted Trust Mortgage Loan": A Defective Trust Mortgage Loan that
is purchased or repurchased, as the case may be, from the Trust or replaced with
one or more Replacement Trust Mortgage Loans, in either case as contemplated by
Section 2.03.

            "Depositor": As defined in the Preliminary Statement to this
Agreement.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Determination Date": With respect to any Distribution Date, the
close of business on the 11th day of the month in which such Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day immediately
following such 11th day.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of space for occupancy, 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, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer or the Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Master Servicer or the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

            "Discount Rate": As defined in Section 4.01(d).

            "Disqualified Organization": Any of (i) the United States, any State
or 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, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master Servicer or the
Certificate Administrator based upon an Opinion of Counsel provided to the
Certificate Administrator (which shall not be an expense of the Certificate
Administrator) to the effect that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause either REMIC Pool to qualify as a
REMIC or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

            "Distribution Account": The account, accounts or, subject to Section
3.04(h), sub-accounts created and maintained by the Certificate Administrator,
pursuant to Section 3.04(b), in trust for the Certificateholders, which, subject
to Section 3.04(h), shall be entitled "LaSalle Bank National Association, as
Certificate Administrator on behalf of Wells Fargo Bank, N.A., as Trustee, for
the benefit of Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C5, Distribution
Account". The Distribution Account shall be an Eligible Account or, subject to
Section 3.04(h), a subaccount of an Eligible Account.

            "Distribution Date": With respect to any calendar month, commencing
in January 2005, the fourth Business Day following the Determination Date in
such month.

            "Due Date": With respect to (i) any Mortgage 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 (without giving effect to
any grace period with respect to late Monthly Payments), (ii) any Mortgage Loan
after the Maturity Date therefor, the day of the month set forth in the related
Note on which each Monthly Payment on such Mortgage Loan had been scheduled to
be first due (without giving effect to any grace period) and (iii) any REO
Mortgage Loan, the day of the month set forth in the related Note on which each
Monthly Payment on the related Mortgage Loan had been scheduled to be first due
(without giving effect to any grace period).

            "Eastgate Mall Asset Status Report": A report containing information
referred to in Section 4(e) of the Eastgate Mall Intercreditor Agreement with
respect to the Eastgate Mall Total Loan or any Eastgate Mall REO Property.

            "Eastgate Mall B-1 Loan": The Mortgage Loan that is secured, on a
subordinate basis, by the same Mortgage on the Eastgate Mall Property as the
Eastgate Mall Loan, has a Cut-off Date Principal Balance of $3,550,000 and is
evidenced by a Note designated "Note A-2". The Eastgate Mall B-1 Loan is not a
"Trust Mortgage Loan" hereunder.

            "Eastgate Mall B-1 Loan Holder": The holder of the Eastgate Mall B-1
Loan or any successor REO Mortgage Loan with respect thereto.

            "Eastgate Mall B-2 Loan": The Mortgage Loan that is secured, on a
subordinate basis, by the same Mortgage on the Eastgate Mall Property as the
Eastgate Mall Loan, has a Cut-off Date Principal Balance of $7,750,000 and is
evidenced by a Note designated "Note B". The Eastgate Mall B-2 Loan is not a
"Trust Mortgage Loan" hereunder.

            "Eastgate Mall B-2 Loan Holder": The holder of the Eastgate Mall B-2
Loan or any successor REO Mortgage Loan with respect thereto.

            "Eastgate Mall Consent Action": Any of the actions requiring the
consent of the Eastgate Mall Controlling Holder referred to in Section 4(e) of
the Eastgate Mall Intercreditor Agreement with respect to the Eastgate Mall
Total Loan or any Eastgate Mall REO Property.

            "Eastgate Mall Consultation Action": Any of the actions referred to
in Section 4(f) of the Eastgate Mall Intercreditor Agreement with respect to the
Eastgate Mall Total Loan or any Eastgate Mall REO Property for which the
Eastgate Mall Controlling Holder has consultation rights in accordance
therewith.

            "Eastgate Mall Controlling Holder": As of any date of determination,
the then "Majority Subordinate Lender" under the Eastgate Mall Intercreditor
Agreement.

            "Eastgate Mall Cure Payment": As defined in Section 3.31(i).

            "Eastgate Mall Cure Period": A "Cure Period" under the Eastgate Mall
Intercreditor Agreement.

            "Eastgate Mall Intercreditor Agreement": The agreement dated as of
November 30, 2004 by and between LaSalle Bank National Association, as A-1
Lender, LaSalle Bank National Association, as A-2 Lender, and Mortgage
Holdings/Eastgate, LLC, as B Lender.

            "Eastgate Mall Junior Loans": The Eastgate Mall B-1 Loan and the
Eastgate Mall B-2 Loan, together.

            "Eastgate Mall Junior Loan Holders": The Eastgate Mall B-1 Loan
Holder and the Eastgate Mall B-2 Loan Holder, together.

            "Eastgate Mall Loan": With respect to the Eastgate Mall Total Loan,
the Mortgage Loan, with a Cut-off Date Principal Balance of $53,700,000, that is
included in the Trust Fund and secured by a Mortgage on the Eastgate Mall
Property. The Eastgate Mall Loan is a "Trust Mortgage Loan".

            "Eastgate Mall Property": The Mortgaged Property identified on the
Mortgage Loan Schedule as "Eastgate Mall".

            "Eastgate Mall REO Loan": Any REO Trust Mortgage Loan related to the
Eastgate Mall Loan.

            "Eastgate Mall REO Property": The Trust's beneficial interest in the
Eastgate Mall Property, if it is acquired on behalf of the respective holders of
the Eastgate Mall Total Loan at a time that the Trust is one of those holders.

            "Eastgate Mall Total Loan": The aggregate indebtedness, with an
original principal amount of $65,000,000 that is secured by the related Mortgage
on the Eastgate Mall Property. References herein to the Eastgate Mall Total Loan
shall be construed to refer to the aggregate indebtedness under the Eastgate
Mall Loan and the Eastgate Mall Junior Loans.

            "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in
electronic format.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee or the Certificate Administrator) the long-term unsecured
debt obligations of which are rated at least "AA-" by S&P (or "A-" if the
short-term debt obligations thereof have a short-term rating of not less than
"A-1" by S&P) and "Aa3" by Moody's, if the deposits are to be held in such
account for more than 30 days, or the short-term debt obligations of which have
a short-term rating of not less than "A-1" by S&P and "P-1" by Moody's, if the
deposits are to be held in such account for 30 days or less, or such other
account or accounts with respect to which each of the Rating Agencies shall have
confirmed in writing that the then-current rating assigned to any of the
Certificates that are currently being rated by such Rating Agency will not be
qualified (as applicable), downgraded or withdrawn by reason thereof or (ii) a
segregated trust account or accounts maintained with the corporate trust
department of a federal- or state-chartered depository institution or trust
company that has corporate trust powers, acting in its fiduciary capacity;
provided that any state-chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12
C.F.R. ss. 9.10(b), or (iii) an account or accounts maintained with KeyBank so
long as KeyBank (1) shall have a long-term unsecured debt rating of at least
"A-1" and a short-term rating of at least "P-1" from Moody's and (2) has the
appropriate rating from S&P specified in clause (i) above, or (iv) such other
account or accounts with respect to which each of the Rating Agencies shall have
confirmed in writing that the then-current rating assigned to any of the
Certificates that are currently being rated by such Rating Agency will not be
qualified (as applicable), downgraded or withdrawn by reason thereof. Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.

            "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

            "Environmental Insurance Policy": With respect to any Mortgage Loan,
any insurance policy covering Insured Environmental Events that is maintained
from time to time in respect of such Mortgage Loan or the related Mortgaged
Property.

            "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "Escrow Payment": Any payment received by the Master Servicer for
the account of any Borrower for application toward the payment of real estate
taxes, assessments, Insurance Policy premiums and similar items in respect of
the related Mortgaged Property, including amounts for deposit to any reserve
account.

            "Euroclear": The Euroclear System.

            "Event of Default": One or more of the events described in Section
7.01(a).

            "Excess Interest": With respect to each of the ARD Mortgage Loans
(and each REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan),
interest accrued on such Mortgage Loan (or REO Trust Mortgage Loan) and
allocable to the Excess Rate. Insofar as it accrues on an ARD Trust Mortgage
Loan (or any REO Trust Mortgage Loan with respect thereto), Excess Interest is
an asset of the Trust Fund, but shall not be an asset of either REMIC Pool.

            "Excess Interest Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount created and maintained by the Certificate
Administrator, which, subject to Section 3.04(h), shall be entitled "LaSalle
Bank National Association, as Certificate Administrator on behalf of Wells Fargo
Bank, N.A., as Trustee, in trust for Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2004-C5, Excess Interest Distribution Account", and which shall be an Eligible
Account or, subject to Section 3.04(h), a subaccount of an Eligible Account. The
Excess Interest Distribution Account shall not be an asset of either REMIC Pool.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Mortgage Loan or, insofar as they are allocable to the related REO Mortgage
Loan, from the sale or liquidation of an REO Property, over (b) the sum of (i)
interest on any related Advances, (ii) any related Servicing Advances, and (iii)
the amount needed to pay off in full the subject Trust Mortgage Loan or related
REO Trust Mortgage Loan (or if related to a Mortgage Loan Combination, the
amount needed to pay off in full such Mortgage Loan Combination) and all amounts
due with respect thereto.

            "Excess Liquidation Proceeds Account": The account, accounts or,
subject to Section 3.04(h), sub-account created and maintained by the
Certificate Administrator, which, subject to Section 3.04(h), shall be entitled
"LaSalle Bank National Association, as Certificate Administrator on behalf of
Wells Fargo Bank, N.A. [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C5,
Excess Liquidation Proceeds Account", and which shall be an Eligible Account or,
subject to Section 3.04(h), a subaccount of an Eligible Account. The Excess
Liquidation Proceeds Account shall be an asset of REMIC I.

            "Excess Rate": With respect to each ARD Mortgage Loan (and each REO
Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan) after the
related Anticipated Repayment Date, the excess of (i) the applicable Revised
Rate over (ii) the applicable Mortgage Rate in effect immediately prior to the
related Anticipated Repayment Date.

            "Excess Servicing Strip": The excess of the Master Servicing Fee
Rate (excluding the Broker Strip Rate with respect to any Broker Strip Loan)
over 0.005% (0.5 basis point) per annum, subject to reduction by the Trustee
pursuant to Section 3.11(a).

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

            "Exchange Act Reports": All Current Reports on Form 8-K and Annual
Reports on Form 10-K that are to be filed with the Commission with respect to
the Trust as contemplated by Section 3.26.

            "Exemption-Favored Party": Any of (i) CSFB LLC, (ii) any Person
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with CSFB LLC, and (iii) any member of any
underwriting syndicate or selling group of which any Person described in clauses
(i) and (ii) is a manager or co-manager with respect to a Class of Certificates
(other than the Class R, Class LR and Class V Certificates) that is investment
grade rated by at least one Rating Agency.

            "Fair Value": As defined in Section 3.18(b).

            "FedEx-Midway B Loan": The Mortgage Loan that is secured, on a
subordinate basis in accordance with the FedEx-Midway Intercreditor Agreement,
by the same Mortgage on the FedEx-Midway Property as the FedEx-Midway Loan, has
a Cut-off Date Principal Balance of $2,736,615.33 and is evidenced by a Note
designated "Note B". The FedEx-Midway B Loan is not a "Trust Mortgage Loan"
hereunder.

            "FedEx-Midway B Loan Holder": The holder of the FedEx-Midway B Loan
or any successor REO Mortgage Loan with respect thereto.

            "FedEx-Midway Intercreditor Agreement": The agreements dated as of
November 10, 2003 and October 29, 2004, respectively, by and between Capital
Lease Funding, LLC, as the holder of the FedEx-Midway B Loan, and LaSalle Bank,
National Association, as the holder of the FedEx-Midway Loan (Capital Lease
Funding, LLC converted from a Delaware limited liability company into Caplease,
LP, a Delaware limited partnership on March 24, 2004).

            "FedEx-Midway Loan": With respect to the FedEx-Midway Total Loan,
the Mortgage Loan, with a Cut-off Date Principal Balance of $14,480,000, that is
included in the Trust Fund and secured by a Mortgage on the FedEx-Midway
Property. The FedEx-Midway Loan is a "Trust Mortgage Loan".

            "FedEx-Midway Property": The Mortgaged Property identified on the
Mortgage Loan Schedule as "FedEx-Midway".

            "FedEx-Midway REO Loan": Any REO Trust Mortgage Loan related to the
FedEx-Midway Loan.

            "FedEx-Midway Total Loan": The aggregate indebtedness, with an
original principal amount of $17,216,615.33 that is secured by the related
Mortgage on the FedEx-Midway Property. References herein to the FedEx-Midway
Total Loan shall be construed to refer to the aggregate indebtedness under the
FedEx-Midway Loan and the FedEx-Midway B Loan.

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

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

            "Fidelity Bond": As defined in Section 3.07(c).

            "Final Distribution Date": The final Distribution Date on which any
distributions are to be made hereunder on the Certificates in connection with
the termination of the Trust.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property that there
has been a recovery of all Insurance and Condemnation Proceeds, Liquidation
Proceeds and other payments or recoveries that, in the Special Servicer's
reasonable good faith judgment, exercised without regard to any obligation of
the Special Servicer to make payments from its own funds pursuant to Section
3.07(b), will ultimately be recoverable.

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

            "GAAP": Generally accepted accounting principles in the United
States.

            "Global Certificate": With respect to any Class of Non-Registered
Certificates, any related Regulation S Global Certificate or Rule 144A Global
Certificate.

            "GMACCM": GMAC Commercial Mortgage Corp. and its successors in
interest.

            "Grantor Trust": A grantor trust as defined under subpart E of Part
1 of subchapter J of the Code.

            "Grantor Trust V": The Grantor Trust designated as such in Section
2.05.

            "Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related Mortgaged Property, together with any
estoppels or other agreements executed and delivered by the ground lessor in
favor of the lender under the related Mortgage Loan.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations, and specifically including asbestos and asbestos-containing
materials, polychlorinated biphenyls, 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.

            "I/O Split Rate": With respect to any Distribution Date, the rate
per annum corresponding to the related Distribution Date as set forth on Exhibit
L hereto.

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, each Junior Loan
Holder, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and any and all Affiliates thereof, (ii) does not have any
material direct financial interest in or any material indirect financial
interest in any of the Depositor, any Junior Loan Holder, the Master Servicer,
the Special Servicer or any Affiliate thereof and (iii) is not connected with
the Depositor, any Junior Loan Holder, the Master Servicer, the Special Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor, any
Junior Loan Holder, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any class of debt or equity securities
issued by the Depositor, any Junior Loan Holder, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator or any Affiliate
thereof, as the case may be.

            "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 test 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 of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer or
the Trust, delivered to the Trustee, the Certificate Administrator and the
Master Servicer), so long as the Trust Fund does not receive or derive any
income from such Person and provided that 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 that the Master Servicer or the
Special Servicer shall not 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) has been delivered
to the Trustee to that effect), or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate
Administrator and the Master Servicer of an Opinion of Counsel (at the expense
of the party seeking to be deemed an Independent Contractor), to the effect that
the taking of any action in respect of any REO Property by such Person, subject
to any conditions therein specified, that is otherwise herein contemplated to be
taken by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property (provided that such income would otherwise
so qualify).

            "Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the time of such
appointment, at any time after appointment, or at any time in the preceding five
(5) years, (i) a direct or indirect legal or beneficial owner in such entity or
any of its affiliates, (ii) a creditor, supplier, employee, officer, director,
manager or contractor of such entity or any of its affiliates, (iii) a person
who controls such entity or any of its affiliates, or (iv) a member of the
immediate family of a person defined in (i), (ii) or (iii) above.

            "Initial Pool Balance": The aggregate Cut-off Date Principal Balance
of all the Original Trust Mortgage Loans.

            "Initial Purchaser": CSFB LLC, as initial purchaser of the
Non-Registered Certificates.

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

            "Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, savings and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
which is regularly engaged in the business of making or owning mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a trustee in
connection with a securitization of the mezzanine loan, so long as such trustee
or the servicer therefor is an entity that otherwise would be an Institutional
Lender/Owner, (iv) an institution substantially similar to any of the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this definition, which (A)
has total assets (in name or under management) in excess of $600,000,000 and
(except with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000 and (B) is
regularly engaged in the business of making or owning commercial loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of the entities
described in clause (i) above. For purposes of this definition only, "Control"
means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The Special Servicer shall obtain from the
proposed transferee, and shall be entitled to rely on, (i) an officer's
certificate of a proposed transferee that such transferee satisfies the
requirements of this definition and (ii) in the case of any proposed transferee
that is an entity described in and meeting the criteria in clauses (i)-(iv) of
the second preceding sentence, the most recent financial statements of such
transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection, including attorney's fees and expenses) paid under any Insurance
Policy or in connection with the full or partial condemnation (or threatened
condemnation) of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard.

            "Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, flood insurance policy, title insurance
policy, earthquake insurance policy, Environmental Insurance Policy, business
interruption insurance policy or other insurance policy that is maintained from
time to time in respect of such Mortgage Loan (or the related Mortgaged
Property) or such REO Property, as the case may be.

            "Insured Environmental Event": As defined in Section 3.07(j).

            "Intercreditor Agreement": Any of the CBA A/B Intercreditor
Agreement, the FedEx-Midway Intercreditor Agreement or the Eastgate Mall
Intercreditor Agreement.

            "Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated REMIC I Interests and any Distribution Date, the
calendar month immediately preceding the month in which such Distribution Date
occurs. Each Interest Accrual Period shall be deemed for purposes of this
definition to consist of 30 days.

            "Interest Only Certificates": Collectively, the Class A-X and Class
A-SP Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(h), sub-account created and maintained by the Certificate
Administrator, pursuant to Section 3.28, in trust for the Certificateholders,
which, subject to Section 3.04(h), shall be entitled "LaSalle Bank National
Association, as Certificate Administrator on behalf of Wells Fargo Bank, N.A.,
as Trustee, in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2004-C5, Interest Reserve Account", and which shall be an Eligible Account or,
subject to Section 3.04(h), a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with respect thereto).

            "Interest Shortfall Amount": As to any Distribution Date and any
Class of Regular Certificates, the amount, if any, by which the amount
distributed on such Class on such Distribution Date in respect of interest is
less than the amount due in respect of interest to such Class of Regular
Certificates.

            "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "IRS": The Internal Revenue Service or any successor.

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "Junior Loan": The Eastgate Mall Junior Loans, the FedEx-Midway B
Loan and the CBA B Loans, collectively, each of which are subordinate in right
of payment to the related A Loan.

            "Junior Loan Holder": Any holder of a Junior Loan or any successor
REO Mortgage Loan with respect thereto.

            "KeyBank": As defined in the Preliminary Statement to this
Agreement.

            "KeyBank Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "KeyBank Trust Mortgage Loan": Any Trust Mortgage Loan that is
either an Original KeyBank Trust Mortgage Loan or a Replacement Trust Mortgage
Loan that was delivered under the KeyBank Mortgage Loan Purchase Agreement in
substitution for an Original KeyBank Trust Mortgage Loan.

            "KRECM": As defined in the Preliminary Statement to this Agreement.

            "LaSalle": As defined in the Preliminary Statement to this
Agreement.

            "LaSalle Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "LaSalle Trust Mortgage Loan": Any Trust Mortgage Loan that is
either an Original LaSalle Trust Mortgage Loan or a Replacement Trust Mortgage
Loan that was delivered under the LaSalle Mortgage Loan Purchase Agreement in
substitution for an Original LaSalle Trust Mortgage Loan.

            "Late Collections": With respect to any Trust Mortgage Loan or any B
Loan, all amounts (except Penalty Charges) received thereon during any
Collection Period, whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or collections
of principal or interest due in respect of such Mortgage 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 received. With respect to any
REO Mortgage Loan, all amounts (except Penalty Charges) received in connection
with the related REO Property during any Collection Period, whether as Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise,
which represent late collections of principal or interest due or deemed due in
respect of such REO Mortgage Loan or the predecessor Mortgage Loan (without
regard to any acceleration of amounts due under the predecessor Mortgage Loan by
reason of default) on a Due Date in a previous Collection Period and not
previously received.

            "Lehman": As defined in the Preliminary Statement to this Agreement.

            "Lehman Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "Lehman Trust Mortgage Loan": Any Trust Mortgage Loan that is either
an Original Lehman Trust Mortgage Loan or a Replacement Trust Mortgage Loan that
was delivered under the Lehman Mortgage Loan Purchase Agreement in substitution
for an Original Lehman Trust Mortgage Loan.

            "Lennar": As defined in the Preliminary Statement to this Agreement.

            "Letter of Credit": With respect to any Mortgage Loan, any
third-party letter of credit delivered by or at the direction of the Borrower
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a reserve fund.

            "Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery Determination with respect to such
Mortgage Loan or REO Property; (iii) in the case of a Trust Mortgage Loan, the
repurchase or replacement of such Trust Mortgage Loan by the related Mortgage
Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or by the Column Performance Guarantor pursuant to the Column
Performance Guarantee; (iv) in the case of a Defaulted Trust Mortgage Loan, the
purchase of such Trust Mortgage Loan by the Series 2004-C5 Directing
Certificateholder or the Special Servicer or any assignee or Affiliate of either
of the foregoing pursuant to Section 3.18; (v) in the case of the Eastgate Mall
Loan or the FedEx-Midway Loan, the purchase of such Trust Mortgage Loan by the
Series 2004-C5 Directing Certificateholder or a related Junior Loan Holder
pursuant to or as contemplated by Section 3.31 and Section 3.32, respectively;
(vi) in the case of any CBA A/B Mortgage Loan Combination, the purchase of the
related CBA A Loan by the related B Loan Holder pursuant to the related CBA A/B
Intercreditor Agreement; (vii) the purchase of such Mortgage Loan by a related
Mezzanine Loan Holder; (viii) the sale or other liquidation of such REO Property
hereunder; or (ix) the purchase of such Mortgage Loan (if it is a Trust Mortgage
Loan) or REO Property by the Holders of more than 50% of the Percentage
Interests in the Controlling Class, the Special Servicer or the Master Servicer
pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property (including 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 any Trust Mortgage Loan repurchased by the applicable Mortgage Loan
Seller (or guarantor) after the Initial Resolution Period as described in
Section 2.03 or any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan as to which the Special Servicer receives a full, partial or discounted
payoff with respect thereto from the related Borrower or Mortgage Loan Seller
(or guarantor) or any Liquidation Proceeds with respect thereto, all as provided
in Section 3.11(b).

            "Liquidation Fee Rate": 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Master Servicer or
Special Servicer, in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a defaulted Mortgage Loan
through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Borrower; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted Trust Mortgage Loan by the Series
2004-C5 Directing Certificateholder or the Special Servicer or any assignee or
Affiliate of either of the foregoing pursuant to Section 3.18; (iv) the
repurchase or replacement of a Trust Mortgage Loan by any Mortgage Loan Seller
pursuant to Section 7 of the related Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage Loan, by the Column Performance Guarantor
pursuant to the Column Performance Guarantee; (v) the purchase of the Eastgate
Mall Loan or the FedEx-Midway Loan by a related Junior Loan Holder pursuant to
or as contemplated by Section 3.31 and Section 3.32, respectively; (vi) the
purchase of a CBA A Loan by the related B Loan Holder pursuant to the related
Intercreditor Agreement; (vii) the purchase of any Mortgage Loan by a related
Mezzanine Loan Holder; or (viii) the purchase of all Trust Mortgage Loans and
REO Properties by Holders of more than 50% of the Percentage Interests in the
Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01.

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

            "Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.

            "Loan Group No. 1": Collectively, all of the Trust Mortgage Loans
that are identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 1 and any successor REO Trust Mortgage Loans with respect thereto.

            "Loan Group No. 2": Collectively, all of the Trust Mortgage Loans
that are identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 2 and any successor REO Trust Mortgage Loans with respect thereto.

            "Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as
of any date of determination, the fraction, expressed as a percentage, the
numerator of which is the principal balance of such Trust Mortgage Loan (or, in
the case of the Eastgate Mall Loan, the FedEx-Midway Loan or any CBA A Loan, of
the Eastgate Mall Total Loan, the FedEx-Midway Total Loan and the CBA A/B
Mortgage Loan Combination, respectively) at the time of determination, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Mortgage Loan
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 and Section 3.06, which Person shall, if required
under the Code, be taxed on all reinvestment income or gain thereon. The Master
Servicer shall be permitted to make withdrawals therefrom for deposit into the
related Cash Collateral Accounts.

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

            "MAI": Member of the Appraisal Institute.

            "Management Agreement": With respect to any Mortgage 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, any property manager
for the related Mortgaged Property or Mortgaged Properties.

            "Master Servicer": KRECM, in its capacity as master servicer
hereunder, or any successor master servicer appointed as herein provided.

            "Master Servicer Account": As defined in Section 3.06(a).

            "Master Servicer Employees": As defined in Section 3.07(c).

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

            "Master Servicing Fee": With respect to each Trust Mortgage Loan and
REO Trust Mortgage Loan, the fee payable to the Master Servicer pursuant to the
first paragraph of Section 3.11(a).

            "Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan and REO Trust Mortgage Loan, the rate per annum specified as such on the
Trust Mortgage Loan Schedule.

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

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

            "Maturity Date": With respect to any Mortgage 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 by reason
of default thereunder, (ii) any grace period permitted by the related Note or
(iii) any modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the Master Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan", as identified in Exhibit C-2 attached hereto.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
holder or obligee thereof.

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the Accrued Certificate Interest Amount
for such Class for such Distribution Date.

            "Monthly Payment": With respect to any Mortgage Loan (other than any
REO Mortgage Loan) and any Due Date, the scheduled monthly payment of principal,
if any, and interest at the Mortgage Rate, excluding any Balloon Payment or
Excess Interest, which is payable by the related Borrower on such Due Date under
the related Note (as such terms may be changed or modified in connection with a
bankruptcy or similar proceeding involving the related Borrower or by reason of
a modification, waiver or amendment of such Mortgage Loan granted or agreed to
by the Master Servicer or Special Servicer pursuant to Section 3.20), without
regard to any acceleration of principal of such Mortgage Loan by reason of a
default thereunder. With respect to an REO Mortgage Loan, the monthly payment,
excluding any Balloon Payment or Excess Interest, 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. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated; provided, however, that if such designated party has not then
assigned a rating to a depository institution, insurer or any other Person or
item, then any failure to satisfy a requirement under this Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of Default or
breach of the Servicing Standard solely as a result of such failure. References
herein to "applicable rating category" (other than such references to "highest
applicable rating category") shall, in the case of Moody's, be deemed to refer
to such applicable rating category of Moody's, without regard to any plus or
minus or other comparable rating qualification.

            "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or other instrument securing a Note and creating a
lien on the related Mortgaged Property.

            "Mortgage File": With respect to any Trust Mortgage Loan, the
following documents:

                  (i) the original Note (or a lost note affidavit), bearing, or
            accompanied by, all prior and intervening endorsements or
            assignments showing a complete chain of endorsement, assignment or
            allonge from the applicable Mortgage Loan Originator either in blank
            or to the applicable Mortgage Loan Seller, and further endorsed (at
            the direction of the Depositor given pursuant to the related
            Mortgage Loan Purchase Agreement) by the applicable Mortgage Loan
            Seller, on its face or by allonge attached thereto, without
            recourse, 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 Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2004-C5, without recourse, representation or warranty,
            express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof,
            or if such Mortgage has been returned by the related recording
            office, (A) an original, (B) a certified copy or (C) a copy thereof
            from the applicable recording office, and originals or counterparts
            (or originals or copies of certified copies from the applicable
            recording office) of any intervening assignments thereof from the
            related Mortgage Loan Originator to the applicable Mortgage Loan
            Seller, in each case in the form submitted for recording or, if
            recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
            form (except for any missing recording information and, if
            applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller (or the Mortgage Loan Originator),
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2004-C5";

                  (iv) an original, counterpart or copy of any related
            Assignment of Leases (if such item is a document separate from the
            Mortgage), and the originals, counterparts or copies of any
            intervening assignments thereof from the applicable Mortgage Loan
            Originator of the Trust Mortgage Loan to the applicable Mortgage
            Loan Seller, in each case in the form submitted for recording or, if
            recorded, with evidence of recording thereon;

                  (v) an original assignment of any related Assignment of Leases
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), in
            recordable form (except for any missing recording information and,
            if applicable, completion of the name of the assignee), from the
            Mortgage Loan Seller (or the Mortgage Loan Originator), either in
            blank or to "Wells Fargo Bank, N.A., as trustee for the registered
            Holders of Credit Suisse First Boston Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series 2004-C5";

                  (vi) an original or copy of any related Security Agreement (if
            such item is a document separate from the Mortgage) and the
            originals or copies of any intervening assignments thereof from the
            applicable Mortgage Loan Originator of the Trust Mortgage Loan to
            the applicable Mortgage Loan Seller;

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), from
            the Mortgage Loan Seller or the applicable Mortgage Loan Originator,
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2004-C5", which assignment may be included as part of an omnibus
            assignment covering other documents relating to the Trust Mortgage
            Loan; provided that such omnibus assignment is effective under
            applicable law;

                  (viii) originals or copies of all (A) assumption agreements,
            (B) modifications, (C) written assurance agreements and (D)
            substitution agreements, together with any evidence of recording
            thereon or in the form submitted for recording, when appropriate, in
            those instances where the terms or provisions of the Mortgage, Note
            or any related security document have been modified or the Trust
            Mortgage Loan has been assumed;

                  (ix) the original lender's title insurance policy or a copy
            thereof (together with all endorsements or riders that were issued
            with or subsequent to the issuance of such policy), or if the policy
            has not yet been issued, the original or a copy of a binding written
            commitment (which may be a pro forma or specimen title insurance
            policy which has been accepted or approved in writing by the related
            title insurance company, or escrow instructions binding on the title
            insurer irrevocably obligating the title insurer to issue such title
            insurance policy) or interim binder, relating to the Trust Mortgage
            Loan;

                  (x) the original or a counterpart of any guaranty of the
            obligations of the Borrower under the Trust Mortgage Loan;

                  (xi) certified or other copies of all UCC Financing Statements
            and continuation statements which show the filing or recording
            thereof or copies thereof in the form submitted for filing or
            recording sufficient to perfect (and maintain the perfection of) the
            security interest held by the Mortgage Loan Originator (and each
            assignee of record prior to the Trustee) in and to the personalty of
            the Borrower at the Mortgaged Property that is described in the
            related Mortgage or a separate security agreement, and original UCC
            Financing Statement assignments in a form suitable for filing or
            recording, sufficient to transfer such to the Trustee;

                  (xii) the original or copy of the power of attorney (with
            evidence of recording thereon) granted by the Borrower if the
            Mortgage, Note or other document or instrument referred to above was
            not signed by the Borrower;

                  (xiii) with respect to any debt of a Borrower permitted under
            the Trust Mortgage Loan, an original or copy of the subordination
            agreement, standstill agreement or other intercreditor, co-lender or
            similar agreement relating to such other debt, if any, including (if
            and as applicable) any Intercreditor Agreement, mezzanine loan
            documents or preferred equity documents, together with, if the Trust
            Mortgage Loan is an A Loan, a copy of the Note for each related B
            Loan;

                  (xiv) with respect to any Cash Collateral Accounts and
            Lock-Box Accounts, an original or copy of any related cash
            collateral control agreement or lock-box control agreement, as
            applicable, and a copy of the UCC Financing Statements, if any,
            submitted for filing with respect to the related Mortgage Loan
            Seller's security interest in the Cash Collateral Accounts and
            Lock-Box Accounts and all funds contained therein (together with UCC
            Financing Statement assignments in a form suitable for filing or
            recording, sufficient to transfer such to the Trustee on behalf of
            the Certificateholders);

                  (xv) an original or copy of any related Loan Agreement (if
            separate from the related Mortgage) and an original or copy of any
            related Lock-Box Agreement or Cash Collateral Agreement (if separate
            from the related Mortgage and Loan Agreement);

                  (xvi) the originals of Letters of Credit, if any, relating to
            the Trust Mortgage Loan, provided that in connection with the
            delivery of the Mortgage File to the Trust, such originals shall be
            delivered to the Master Servicer and copies thereof shall be
            delivered to the Trustee;

                  (xvii) any environmental insurance policies and any
            environmental guaranty or indemnity agreements or copies thereof;

                  (xviii) the original Ground Lease, Ground Lease estoppels and
            any amendments thereto, if any, or a copy thereof;

                  (xix) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and any applicable
            transfer or assignment documents; and

                  (xx) any additional documents required to be added to the
            Mortgage File pursuant to this Agreement.

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received. If any B Loan is being serviced and administered
hereunder, the Mortgage File for the related Trust Mortgage Loan shall also
constitute the Mortgage File for such B Loan.

            "Mortgage Interest Accrual Period": With respect to any Mortgage
Loan, the period during which interest payable on any particular related Due
Date accrues pursuant to the related Note.

            "Mortgage Loan": Any Trust Mortgage Loan or, to the extent being
serviced hereunder, any B Loan.

            "Mortgage Loan Combination": The Eastgate Mall Total Loan, the
FedEx-Midway Total Loan or any CBA A/B Mortgage Loan Combination.

            "Mortgage Loan Combination Custodial Account": With respect to any
Mortgage Loan Combination, the segregated account or accounts (or, subject to
Section 3.04(h), the sub-account) created and maintained by the Master Servicer
pursuant to Section 3.04(e) in the name of the Trustee on behalf of the
Certificateholders and the related B Loan Holder, which, subject to Section
3.04(h), shall be entitled substantially as follows: "KRECM, as Master Servicer,
in trust for Wells Fargo Bank, N.A., as Trustee, on behalf of Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C5 and [name of the related B Loan Holder], as their
interests may appear". Each Mortgage Loan Combination Custodial Account shall be
an Eligible Account (or, subject to Section 3.04(h), a sub-account of an
Eligible Account) and, only to the extent of amounts therein relating to the
subject A Loan, shall be part of REMIC I.

            "Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, the Loan Agreement, the Mortgage, the Note, the
Assignment of Leases (if separate from the Mortgage), the Security Agreement,
any cash management agreement, any Ground Lease, any Letters of Credit, escrow
or reserve account information relating to the Additional Collateral Trust
Mortgage Loans, any UCC Financing Statements, the title insurance policy (or
escrow instructions binding on the title insurer irrevocably obligating the
title insurer to issue such title insurance policy), all surveys, all insurance
policies, any environmental liability agreements, any escrow agreements for
improvements or lease-up, any guaranties related to such Mortgage Loan, any
prior assignments of Mortgage in the event that the related Mortgage Loan Seller
is not the originator of record, any collateral assignments of property
management agreements and other servicing agreements required by the applicable
commitment and other loan documents, any preferred equity and mezzanine loan
documents and all modification, consolidation and extension agreements, if any.

            "Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.

            "Mortgage Loan Purchase Agreement": Any of the Column Mortgage Loan
Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement, the LaSalle
Mortgage Loan Purchase Agreement or the Lehman Mortgage Loan Purchase Agreement.

            "Mortgage Loan Sellers": Together, Column, KeyBank, LaSalle and
Lehman.

            "Mortgage Pool": All of the Trust Mortgage Loans and any successor
REO Trust Mortgage Loans, collectively, as of any particular date of
determination. The Mortgage Pool shall not include any Junior Loans.

            "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Maturity Date, the annual rate at which interest is scheduled (in the
absence of a default and without giving effect to any Revised Rate) to accrue on
such Mortgage Loan from time to time in accordance with the related Note and
applicable law; (ii) any Mortgage Loan after its Maturity Date, the annualized
rate described in clause (i) above determined without regard to the passage of
such Maturity Date; and (iii) any REO Mortgage Loan, the annualized rate
described in clause (i) or (ii), as applicable, above, determined as if the
predecessor Mortgage Loan had remained outstanding.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Mortgage Loan, in each case consisting of a parcel
or parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property (to the extent the same are owned
by the Borrower and necessary in connection with the operation of the related
property), fixtures, leases and other property or rights pertaining thereto.

            "Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through which such holder takes actions with
respect to such Mortgage Loan.

            "Net Investment Earnings": (i) With respect to any of the Collection
Account, any Mortgage Loan Combination Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing Account or the REO Account, for any
Collection Period, and (ii) with respect to any of the Distribution Account, the
Excess Liquidation Proceeds Account, the Excess Interest Distribution Account
and the Interest Reserve Account, for any one-month period ending on a
Distribution Date, the amount, if any, by which the aggregate of all interest
and other income realized during such period on funds relating to the Trust Fund
held in such account (and which is not required to be paid to the related
Borrower) exceeds the aggregate of all losses, if any, incurred during such
period in connection with the investment of such funds in accordance with
Section 3.06.

            "Net Investment Loss": (i) With respect to any of the Collection
Account, any Mortgage Loan Combination Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing Account or the REO Account, for any
Collection Period and (ii) with respect to any of the Distribution Account, the
Excess Liquidation Proceeds Account, the Excess Interest Distribution Account
and the Interest Reserve Account, for any one-month period ending on a
Distribution Date, the amount, if any, by which the aggregate of all losses, if
any, incurred during such period in connection with the investment of funds
relating to the Trust Fund held in such account (and which investment is not
directed by the related Borrower) in accordance with Section 3.06 exceeds the
aggregate of all interest and other income realized during such period on such
funds.

            "Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by the Trust with respect to any
Specially Serviced Trust Mortgage Loan or REO Property, over (b) the amount of
all Liquidation Expenses incurred with respect thereto.

            "Net Mortgage Pass-Through Rate":

            (A) With respect to any Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) that accrues interest on a 30/360 Basis, for any
Distribution Date, an annual rate equal to the Original Net Mortgage Rate for
such Mortgage Loan; and

            (B) With respect to any Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) that accrues interest on an Actual/360 Basis, for any
Distribution Date, an annual rate generally equal to twelve times a fraction,
expressed as a percentage:

            (1)   the numerator of which fraction is, subject to adjustment as
                  described below in this definition, an amount of interest
                  equal to the product of (a) the number of days in the related
                  Interest Accrual Period (disregarding the last sentence of the
                  definition of Interest Accrual Period), multiplied by (b) the
                  Stated Principal Balance of such Mortgage Loan (or such REO
                  Mortgage Loan) immediately preceding such Distribution Date,
                  multiplied by (c) 1/360, multiplied by (d) the Original Net
                  Mortgage Rate for such Mortgage Loan; and

            (2)   the denominator of which is the Stated Principal Balance of
                  such Mortgage Loan (or such REO Mortgage Loan) immediately
                  preceding that Distribution Date.

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of any year
subsequent to 2004, then the amount of interest referred to in the fractional
numerator described in clause (B)(1) above will be decreased to reflect any
Withheld Amounts with respect to the subject Mortgage Loan (or REO Mortgage
Loan) transferred from the Distribution Account to the Interest Reserve Account
in such calendar month. Furthermore, if the subject Distribution Date occurs
during March of any year subsequent to 2004, then the amount of interest
referred to in the fractional numerator described in clause (B)(1) above will be
increased to reflect any Withheld Amounts with respect to the subject Mortgage
Loan (or REO Mortgage Loan) transferred from the Interest Reserve Account to the
Distribution Account for distribution on such Distribution Date.

            "Net Mortgage Rate": With respect to any Mortgage Loan or REO
Mortgage Loan, as of any date of determination, a per annum rate equal to the
related Mortgage Rate minus the related Administrative Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property, for
any twelve-month period, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period, other than
(i) non-cash items such as depreciation, (ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the related Mortgage Loan.

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust Fund has the right to
renegotiate the terms of such lease.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
previously made or proposed to be made in respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan (including any P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount) which, in the judgment (in accordance with
the Servicing Standard in the case of judgment by the Master Servicer or the
Special Servicer) of the Master Servicer, the Special Servicer or the Trustee,
as applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from Late Collections or any other recovery on or in
respect of such Trust Mortgage Loan or REO Trust Mortgage Loan. The
determination by the Master Servicer, the Special Servicer or the Trustee, as
applicable, that it has made (or, in the case of a determination made by the
Special Servicer, that the Master Servicer or Trustee 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 an Officer's Certificate
delivered (i) to the Certificate Administrator, the Trustee and the Special
Servicer, in the case of the Master Servicer, (ii) to the Master Servicer, the
Certificate Administrator and the Trustee in the case of the Special Servicer,
(iii) to the Depositor, the Master Servicer, the Certificate Administrator and
the Special Servicer, in the case of the Trustee, and (iv) in each case, to the
Series 2004-C5 Directing Certificateholder, each Junior Loan Holder or its
designee (if the Eastgate Mall Total Loan, the FedEx-Midway Total Loan or any
CBA A/B Mortgage Loan Combination, as applicable, or any related REO Trust
Mortgage Loan is involved) and to any Requesting Subordinate Certificateholder
(at the expense of such Requesting Subordinate Certificateholder) setting forth
such determination of nonrecoverability and the considerations of the Master
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status, property inspections, and shall
include an Appraisal (provided that if an Appraisal has been obtained within the
past 12 months, no new Appraisal is required) of the related Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be advanced by
the Master Servicer as a Servicing Advance). Such Officer's Certificate shall be
accompanied by the Appraisal and all other supporting documentation relevant to
the subject parties' nonrecoverability determination. The Trustee shall be
entitled to conclusively rely on the Master Servicer's determination that a P&I
Advance is nonrecoverable. The Master Servicer and the Trustee shall
conclusively rely on the Special Servicer's determination that a P&I Advance is
nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance previously made or proposed to be made in respect of a Mortgage Loan or
REO Property (including any Servicing Advance that constitutes a Workout-Delayed
Reimbursement Amount) which, in the judgment (in accordance with the Servicing
Standard in the case of judgment by the Master Servicer or the Special Servicer)
of the Master Servicer, the Special Servicer or the Trustee, as the case may be,
will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Property. The determination by the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that it has made (or,
in the case of a determination made by the Special Servicer, that the Master
Servicer, the Special Servicer or the Trustee has made) a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be evidenced by an
Officer's Certificate delivered (i) to the Certificate Administrator, the
Trustee and the Special Servicer, in the case of the Master Servicer, (ii) to
the Master Servicer, the Certificate Administrator and the Trustee in the case
of the Special Servicer, (iii) to the Depositor, the Special Servicer, the
Certificate Administrator and the Master Servicer, in the case of the Trustee,
and (iv) and in each case, to the Series 2004-C5 Directing Certificateholder, to
each Junior Loan Holder or its designee (if the Eastgate Mall Total Loan, the
FedEx-Midway Total Loan, any CBA A/B Mortgage Loan Combination or any related
REO Property is involved) and to any Requesting Subordinate Certificateholder
(at the expense of such Requesting Subordinate Certificateholder). The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status and property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Mortgaged Property, the cost of which Appraisal shall, subject to
Section 3.03(c), be advanced by the Master Servicer as a Servicing Advance).
Such Officer's Certificate shall be accompanied by the Appraisal and all other
supporting documentation relevant to the subject parties' nonrecoverability
determination. The Trustee will be entitled to conclusively rely on the Master
Servicer's determination that a Servicing Advance is nonrecoverable. The Master
Servicer and the Trustee shall conclusively rely on the Special Servicer's
determination that a Servicing Advance is a Nonrecoverable Servicing Advance.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-SP, Class A-X, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class R, Class LR and Class V
Certificates will constitute Non-Registered Certificates.

            "Non-United States Tax Person": Any Person other than a United
States Tax Person.

            "Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under a Mortgage
Loan, together with any rider, addendum or amendment thereto.

            "Notional Balance": For any date of determination, the Class A-X
Notional Amount or the Class A-SP Notional Amount, as applicable.

            "NRSRO": Nationally recognized statistical rating organization as
the term is used in federal securities laws.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, or a Responsible Officer of the
Trustee or the Certificate Administrator, as the case may be.

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Master Servicer or the Special Servicer,
acceptable in form and delivered to the Trustee and the Certificate
Administrator, except that any opinion of counsel relating to (a) the
qualification of either REMIC Pool as a REMIC, (b) compliance with the REMIC
Provisions or (c) the resignation of the Depositor, the Master Servicer or the
Special Servicer pursuant to Section 6.04 must be an opinion of counsel that is
Independent of the Depositor, the Master Servicer or the Special Servicer, as
applicable.

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the sum of the Monthly Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for such Class for
such Distribution Date.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), the initial
aggregate principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement hereto.

            "Original Column Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.

            "Original KeyBank Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.

            "Original LaSalle Trust Mortgage Loans": As defined in the
Preliminary Statement hereto.

            "Original Lehman Trust Mortgage Loan": As defined in the Preliminary
Statement hereto.

            "Original Net Mortgage Rate": With respect to any Mortgage Loan, the
Net Mortgage Rate in effect for such Mortgage Loan as of the Closing Date (or,
in the case of any Mortgage Loan substituted in replacement of another Mortgage
Loan pursuant to or as contemplated by the related Mortgage Loan Purchase
Agreement, as of the date of substitution).

            "Original REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, the principal amount thereof as of the Closing
Date, in each case as specified in the Preliminary Statement hereto.

            "Original Trust Mortgage Loans": As defined in the Preliminary
Statement to this Agreement.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Trust Mortgage Loan.

            "Origination Required Insurance Amounts": As defined in Section
3.07(h).

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "Ownership Interest": In the case of any Certificate, any ownership
or security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "Paying Agent": The Paying Agent appointed pursuant to Section 5.07.

            "P&I Advance": As to any Trust Mortgage Loan or REO Trust
Mortgage Loan, any advance made by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

            "Pass-Through Rate": With respect to each Class of Certificates, the
respective per annum rate listed below:

            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-1-A:   Class A-1-A Pass-Through Rate
            Class A-X:     Class A-X Pass-Through Rate
            Class A-SP:    Class A-SP Pass-Through Rate
            Class A-J:     Class A-J Pass-Through Rate
            Class B:       Class B Pass-Through Rate
            Class C:       Class C Pass-Through Rate
            Class D:       Class D Pass-Through Rate
            Class E:       Class E Pass-Through Rate
            Class F:       Class F Pass-Through Rate
            Class G:       Class G Pass-Through Rate
            Class H:       Class H Pass-Through Rate
            Class J:       Class J Pass-Through Rate
            Class K:       Class K Pass-Through Rate
            Class L:       Class L Pass-Through Rate
            Class M:       Class M Pass-Through Rate
            Class N:       Class N Pass-Through Rate
            Class O:       Class O Pass-Through Rate
            Class P:       Class P Pass-Through Rate

            "Penalty Charges": The Default Interest and/or late payment charges
that are paid or payable, as the context may require, in respect of any Mortgage
Loan or REO Mortgage Loan.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest equal to the denomination of such Certificate divided by the initial
Certificate Balance (or, in the case of the Class A-X and Class A-SP
Certificates, the Notional Balance) of such Class of Certificates as of the
Closing Date. With respect to a Class V or Residual Certificate, the percentage
interest as set forth on the face thereof.

            "Performing Mortgage Loan": Any Performing Trust Mortgage Loan or
any B Loan as to which the related Trust Mortgage Loan is a Performing Trust
Mortgage Loan.

            "Performing Party": As defined in Section 3.26(b).

            "Performing Trust Mortgage Loan": As of any date of determination,
any Trust Mortgage Loan as to which no Servicing Transfer Event then exists as
described in the definition of "Servicing Transfer Event".

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or any of their respective Affiliates and having the required
ratings, if any, provided for in this definition:

                  (i) direct obligations of, and obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America, FNMA, FHLMC or any agency or instrumentality of the United
            States of America; provided that such obligations have a remaining
            term to maturity of one year or less from the date of acquisition
            and which are backed by the full faith and credit of the United
            States of America; provided, further, that any obligation of, or
            guarantee by, FNMA or FHLMC, other than an unsecured senior debt
            obligation of FNMA or FHLMC, shall be a Permitted Investment only if
            such investment would not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each Rating
            Agency to any Certificate as confirmed in writing;

                  (ii) time deposits, unsecured certificates of deposit or
            bankers' acceptances that mature in one year or less after the date
            of issuance and are issued or held by any depository institution or
            trust company incorporated or organized under the laws of the United
            States of America or any State thereof and subject to supervision
            and examination by federal or state banking authorities, so long as
            the commercial paper or other short-term debt obligations of such
            depository institution or trust company are rated in the highest
            short-term debt rating category of each Rating Agency or such other
            ratings as will not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each Rating
            Agency to any Certificate, as confirmed in writing by such Rating
            Agency;

                  (iii) repurchase agreements or obligations with respect to any
            security described in clause (i) above where such security has a
            remaining maturity of one year or less and where such repurchase
            obligation has been entered into with a depository institution or
            trust company (acting as principal) described in clause (ii) above;

                  (iv) debt obligations maturing in one year or less from the
            date of acquisition bearing interest or sold at a discount issued by
            any corporation incorporated under the laws of the United States of
            America or any state thereof, which securities have (A) ratings in
            the highest long-term unsecured debt rating category of each Rating
            Agency or (B) such other ratings (as confirmed by the applicable
            Rating Agency in writing) as will not result in a downgrade,
            qualification or withdrawal of the then-current rating of the
            Certificates that are currently being rated by such Rating Agency;
            provided, however, that securities issued by any particular
            corporation will not be Permitted Investments to the extent that
            investment therein will cause the then outstanding principal amount
            of securities issued by such corporation and held in the accounts
            established hereunder to exceed 10% of the sum of the aggregate
            principal balance and the aggregate principal amount of all
            Permitted Investments in such accounts;

                  (v) commercial paper (including both non-interest-bearing
            discount obligations and interest-bearing obligations) payable on
            demand or on a specified date maturing in one year or less after the
            date of issuance thereof and which is rated in the highest
            short-term unsecured debt rating category of each Rating Agency;

                  (vi) units of investment funds that maintain a constant net
            asset value and money market funds having the highest rating from
            each Rating Agency for money market funds; and

                  (vii) any other demand, money market or time deposit,
            obligation, security or investment, with respect to which each
            Rating Agency shall have confirmed in writing that such investment
            will not result in a downgrade, qualification or withdrawal of the
            then-current rating of the Certificates that are currently being
            rated by such Rating Agency;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code; and provided, further, that in each
case, if the instrument or security is rated by S&P, (a) it shall not have an
"r" highlighter affixed to its rating from S&P, (b) it shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (c) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating Agency has
confirmed in writing to the Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

            "Permitted Transferee": Any Transferee of a Class R or Class LR
Certificate other than a Disqualified Organization, a Non-United States Tax
Person or a foreign permanent establishment or fixed base (each within the
meaning of the applicable income tax treaty) of a United States Tax Person;
provided, however, that if a Transferee is classified as a partnership under the
Code, such Transferee shall only be a Permitted Transferee if all of its
beneficial owners are United States Tax Persons and the governing documents of
the Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Tax Person.

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

            "Phase I Environmental Assessment": A "Phase I assessment" as
described in and meeting the criteria of the American Society for Testing and
Materials, Designation E-1527.

            "Plan": Any of those retirement plans and other employee benefit
plans, including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
are subject to Title I of ERISA, Section 4975 of the Code or Similar Law.

            "Plurality Residual Certificateholder": As to any taxable year of
REMIC I or REMIC II, the Holder of Certificates evidencing the largest
Percentage Interest in the Class LR Certificates or Class R Certificates,
respectively.

            "Prepayment Assumption": With respect to all Trust Mortgage Loans
other than the ARD Trust Mortgage Loans, the assumption that all payments
required to be made on such Trust Mortgage Loans according to their contractual
terms (including repayment in full on their respective maturity dates) are so
made. With respect to all ARD Trust Mortgage Loans, the assumption that the ARD
Trust Mortgage Loans will be fully prepaid on their related Anticipated
Repayment Dates.

            "Prepayment Date": With respect to any Principal Prepayment, the
date on which such Principal Prepayment is to be made.

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Trust Mortgage Loan that was subject to Principal Prepayment in full or
in part, or as to which Insurance and Condemnation Proceeds were received by the
Master Servicer or Special Servicer for application to such Trust Mortgage Loan,
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
related Net Mortgage Rate for such Trust Mortgage Loan, on the amount of such
Principal Prepayment or, insofar as they represent an early collection of
principal, such Insurance and Condemnation Proceeds (net of any portion of such
interest that represents Penalty Charges or Excess Interest) after the end of
the Mortgage Interest Accrual Period relating to such Due Date and accruing in
the manner set forth in the Mortgage Loan Documents relating to such Trust
Mortgage Loan, to the extent such interest is collected by the Master Servicer
or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Trust Mortgage Loan that was subject to a Principal Prepayment in
full or in part, or as to which Insurance and Condemnation Proceeds were
received by the Master Servicer or Special Servicer for application to such
Trust Mortgage Loan, in each case after the Determination Date in the calendar
month preceding such Distribution Date but prior to the Due Date in the related
Collection Period to the extent not collected from the borrower, the amount of
uncollected interest that would have accrued at the Net Mortgage Rate for such
Trust Mortgage Loan, plus the Trustee Fee Rate, on the amount of such Principal
Prepayment or, insofar as they represent an early collection of principal, such
Insurance and Condemnation Proceeds (net of any portion of such interest that
represents Penalty Charges or Excess Interest) during the period commencing on
the date as of which such Principal Prepayment or Insurance and Condemnation
Proceeds were applied to the unpaid principal balance of the Trust Mortgage Loan
and ending on (and including) the day immediately preceding such Due Date.

            "Primary Servicer": KRECM, GMACCM or any other subservicer
specifically identified as a "Primary Servicer" hereunder or in a Sub-Servicing
Agreement dated as of December 1, 2004 between the Master Servicer and such
subservicer, in its capacity as a primary servicer, or any successors thereto.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of December 1, 2004, by and between the Master Servicer and GMACCM or
any other Primary Servicer. Notwithstanding any other provision in this
Agreement to the contrary, no Sub-Servicing Agreement shall be required between
the Master Servicer and KRECM in its capacity as a Primary Servicer.

            "Primary Servicing Fee": With respect to each Mortgage Loan, the fee
payable to the related Primary Servicer under the Primary Servicing Agreement or
to the Master Servicer pursuant to Section 3.11(a), based on the Primary
Servicing Fee Rate.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan, a
rate as set forth in the Trust Mortgage Loan Schedule. The Primary Servicing Fee
Rate with respect to any Broker Strip Loan includes the Broker Strip Rate.

            "Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate", then the
Certificate Administrator, in its sole discretion, shall select an equivalent
publication that publishes such "prime rate"; and if such "prime rate" is no
longer generally published or is limited, regulated or administered by a
governmental or quasi-governmental body, then the Certificate Administrator
shall select a comparable interest rate index. In either case, such selection
shall be made by the Certificate Administrator in its sole discretion and the
Certificate Administrator shall notify the Master Servicer and the Special
Servicer in writing of its selection.

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

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Yield Maintenance Charge and/or Excess Interest that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment; provided that "Principal Prepayment"
shall not include any such payment of principal made out of Insurance and
Condemnation Proceeds or Liquidation Proceeds.

            "Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan Seller, the Series 2004-C5 Directing
Certificateholder, each B Loan Holder, a Rating Agency, a designee of the
Depositor, a Certificateholder, a Certificate Owner or, to the extent identified
as such by a Certificateholder or a Certificate Owner, a prospective purchaser
(or licensed or registered investment advisor acting on their behalf) of a
Certificate or any interest therein.

            "Proposed Plan": As defined in Section 3.17(a).

            "Prospectus": The Base Prospectus and the Prospectus Supplement,
together.

            "Prospectus Supplement": That certain prospectus supplement dated
December 16, 2004, relating to the Registered Certificates, that is a supplement
to the Base Prospectus.

            "PTCE": Prohibited Transaction Class Exemption.

            "PTE": Prohibited Transaction Exemption.

            "Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the case of a Column Trust Mortgage
Loan, by the Column Performance Guarantor, (b) the Series 2004-C5 Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer pursuant to
or as contemplated by Section 3.18(c), or an assignee or Affiliate of either
thereof, in any case, pending determination of Fair Value, (c) the Eastgate Mall
Junior Loan Holder(s) with respect to the Eastgate Mall Loan pursuant to or as
contemplated by the Eastgate Mall Intercreditor Agreement, (d) the related B
Loan Holder with respect to any CBA A/B Mortgage Loan Combination pursuant to
the related CBA A/B Intercreditor Agreement, or (e) by the holders of more than
50% of the Percentage Interests in the Controlling Class, the Special Servicer
or the Master Servicer pursuant to Section 9.01, a price equal to the sum of the
following:

                  (i) the outstanding principal balance of such Trust Mortgage
            Loan as of the date of purchase;

                  (ii) all accrued and unpaid interest on such Trust Mortgage
            Loan (exclusive of Default Interest and Excess Interest, if any) to
            but not including the Due Date in the Collection Period of purchase
            (which includes unpaid Master Servicing Fees and Primary Servicing
            Fees) and all related Special Servicing Fees accrued with respect to
            such Trust Mortgage Loan;

                  (iii) all related unreimbursed Servicing Advances (or such
            Advances reimbursed by the Trust Fund) plus accrued and unpaid
            interest on related Advances at the Reimbursement Rate;

                  (iv) if such Trust Mortgage Loan is being repurchased by a
            Mortgage Loan Seller pursuant to Section 7 of the related Mortgage
            Loan Purchase Agreement or, in the case of a Column Trust Mortgage
            Loan, by the Column Performance Guarantor, in either case, following
            the expiration of the applicable cure period (as it may be
            extended), the amount of the Liquidation Fee payable to the Special
            Servicer;

                  (v) if such Trust Mortgage Loan is being repurchased by the
            related B Loan Holder pursuant to the related CBA A/B Intercreditor
            Agreement, the amount of the Liquidation Fee payable to the Special
            Servicer, if such purchase occurs after 90 days of the related Trust
            Mortgage Loan becoming a Specially Serviced Trust Mortgage Loan; and

                  (vi) if such Trust Mortgage Loan is being purchased by a
            Mortgage Loan Seller pursuant to Section 7 of the related Mortgage
            Loan Purchase Agreement or, in the case of a Column Trust Mortgage
            Loan, by the Column Performance Guarantor, all reasonable
            out-of-pocket expenses reasonably incurred or to be incurred by the
            Master Servicer, the Special Servicer, the Depositor, the Trustee
            and the Certificate Administrator 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 and any
            realized losses and Trust Fund expenses incurred prior to such
            purchase date with respect to such Trust Mortgage Loan.

With respect to any Defaulted Trust Mortgage Loan to be purchased by the Series
2004-C5 Directing Certificateholder (or any assignee thereof) or the Special
Servicer (or any Affiliate thereof) pursuant to Section 3.18(b) or 3.18(c)
following determination of Fair Value, the Purchase Price will equal the Fair
Value of such Defaulted Trust Mortgage Loan. With respect to any REO Property to
be sold pursuant to Section 3.18(e), the Purchase Price will equal the amount
calculated in accordance with the second preceding sentence in respect of the
related REO Trust Mortgage Loan (or, if such REO Property relates to any
Mortgage Loan Combination, in respect of all of the related REO Mortgage Loans
and treating the B Loans as if they were Trust Mortgage Loans).

            "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least five years of experience in respect of the relevant geographic location
and property type.

            "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

            "Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction and that has a claims paying ability that is rated (or is
guaranteed or backed in writing by an entity with long-term unsecured debt that
is rated) at least "A" by S&P and "A2" by Moody's (if then rated by Moody's),
(ii) with respect to the fidelity bond and errors and omissions Insurance Policy
required to be maintained pursuant to Section 3.07(c), an insurance company that
has a claims paying ability that is rated (or is guaranteed or backed by an
entity with long-term unsecured debt that is rated) no lower than two ratings
below the rating assigned to the then highest rated outstanding Certificate, but
in no event lower than "A3" by Moody's (if then rated by Moody's) and "A-" by
S&P or, in the case of clauses (i) and (ii), such other rating as each Rating
Agency shall have confirmed in writing will not cause such Rating Agency to
downgrade, qualify or withdraw the then-current rating assigned to any of the
Certificates that are then currently being rated by such Rating Agency.

            "Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.

            "Qualified Substitute Trust Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Trust 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 Deleted Trust Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage Loan; (iv) accrue interest on the same
Interest Accrual Period as the Deleted Trust Mortgage Loan; (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 Deleted Trust Mortgage Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the Deleted Trust
Mortgage Loan and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value Ratio of the Deleted Trust 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 Assessment that indicates no material adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a current Debt Service Coverage Ratio of
not less than the then-current Debt Service Coverage Ratio of the Deleted Trust
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 two years prior to the Rated Final Distribution Date; (xii) not
be substituted for a Deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by such Rating Agency to any Class of Certificates then rated by such Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii) have been approved by the Series
2004-C5 Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a Deleted Trust Mortgage Loan if it would result in the termination of the REMIC
status of either REMIC Pool established under this Agreement or the imposition
of tax on any of such REMIC Pool 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. In the event that one or more mortgage loans are
substituted for one or more Deleted Trust Mortgage Loans, then the amounts
described in clause (i) shall be determined on the basis of aggregate 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 interest rate on any individual
Qualified Substitute Trust Mortgage Loan, less the related Master Servicing Fee
Rate, Primary Servicing Fee Rate and the Trustee Fee Rate, including the
Certificate Administrator Fee Rate, may be less than the lowest fixed
Pass-Through Rate on any Class of Principal Balance Certificates. When a
Qualified Substitute Trust Mortgage Loan is substituted for a Deleted Trust
Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Trust
Mortgage Loan meets all of the requirements of the above definition and shall
send such certification to the Trustee.

            "Rated Certificate": Any of the Certificates to which a rating has
been assigned by either Rating Agency at the request of the Depositor.

            "Rated Final Distribution Date": The Distribution Date in November
2037.

            "Rating Agency": Each of S&P and Moody's.

            "Realized Loss": With respect to:

            (1) each defaulted Trust Mortgage Loan as to which a Final Recovery
      Determination has been made, or with respect to any successor REO Trust
      Mortgage Loan as to which a Final Recovery Determination has been made as
      to the related REO Property, an amount (not less than zero) equal to (a)
      the unpaid principal balance of such Trust Mortgage Loan or REO Trust
      Mortgage Loan, as the case may be, as of the commencement of the
      Collection Period in which the Final Recovery Determination was made, plus
      (b) without taking into account the amount described in subclause (1)(c)
      of this definition, all unpaid interest accrued in respect of such Trust
      Mortgage Loan or REO Trust Mortgage Loan, as the case may be, to but not
      including the related Due Date in the Collection Period in which the Final
      Recovery Determination was made, exclusive, however, of any portion of
      such unpaid interest that constitutes Default Interest or, in the case of
      an ARD Trust Mortgage Loan after its Anticipated Repayment Date, Excess
      Interest, minus (c) all payments and proceeds, if any, received in respect
      of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
      be, during the Collection Period in which such Final Recovery
      Determination was made that are applied as a recovery of principal of, or
      interest on, such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be;

            (2) each defaulted Trust Mortgage Loan as to which any portion of
      the principal or past due interest payable thereunder was canceled in
      connection with a bankruptcy, insolvency or similar proceeding involving
      the related Borrower or a modification, waiver or amendment of such Trust
      Mortgage Loan granted or agreed to by the Master Servicer or the Special
      Servicer pursuant to Section 3.20, the amount of such principal or past
      due interest (other than any Default Interest and, in the case of an ARD
      Trust Mortgage Loan after its Anticipated Repayment Date, Excess Interest)
      so canceled; and

            (3) each defaulted Trust Mortgage Loan as to which the Mortgage Rate
      thereon has been permanently reduced and not recaptured for any period in
      connection with a bankruptcy, insolvency or similar proceeding involving
      the related Borrower or a modification, waiver or amendment of such Trust
      Mortgage Loan granted or agreed to by the Master Servicer or the Special
      Servicer pursuant to Section 3.20, the amount of any consequent reduction
      in the interest portion of each successive Monthly Payment due thereon
      (each such Realized Loss to be deemed to have been incurred on the Due
      Date for each affected Monthly Payment).

            "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

            "Reference Rate": With respect to any Distribution Date from and
including the January 2005 Distribution Date to and including the December 2011
Distribution Date, the corresponding rate per annum set forth on Exhibit L
hereto.

            "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B,
Class C and Class D Certificates constitute Registered Certificates.

            "Regular Certificate": Any Class of Certificates other than the
Residual Certificates and Class V Certificates.

            "Regulation S": Regulation S under the Securities Act.

            "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

            "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the Prime Rate.

            "Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R, Class LR and Class V Certificates), the
date that is 40 days following the later of (i) the commencement of the offering
of such Non-Registered Certificates to Persons other than distributors in
reliance upon Regulation S under the Securities Act and (ii) the date of closing
of such offering.

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Subordinate Certificates, the amount, if any, by which the
Total Principal Distribution Amount for such Distribution Date exceeds the
aggregate amount distributed in respect of Total Principal Distribution Amounts
on such Distribution Date to all Classes senior to such Class.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

            "REMIC I": One of two separate REMICs comprising the Trust Fund, the
assets of which consist of the Trust Mortgage Loans (exclusive of any Excess
Interest) or any REO Property with respect thereto (exclusive of any interest
therein that a B Loan Holder may have), such amounts related thereto as shall
from time to time be held in the Collection Account, the Interest Reserve
Account, the REO Account (exclusive of any such amounts that are allocable to a
B Loan), if any, and the REMIC I Distribution Account, and except as otherwise
provided in this Agreement, all other property included in the Trust Fund that
is not in REMIC II or designated as a grantor trust asset in the Preliminary
Statement hereto.

            "REMIC I Distribution Account": The account, accounts or
sub-accounts created and maintained by the Certificate Administrator in trust
for the Certificateholders. Any such account or accounts shall be an Eligible
Account or a sub-account of an Eligible Account.

            "REMIC I Distribution Amount": As defined in Section 4.01(b).

            "REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original REMIC I Principal Amount of such Class as
specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.03(h)); provided that (i) with respect to the Class A-1
Certificates, (A) the REMIC I Principal Amount of the Class LA-1-1
Uncertificated Interest shall be the lesser of $8,469,000 and the Class
Principal Balance of the Class A-1 Certificates minus $55,672,000 but not less
than zero, and (B) the REMIC I Principal Amount of the Class LA-1-2
Uncertificated Interest shall be the lesser of $55,672,000 and the Class
Principal Balance of the Class A-1 Certificates; (ii) with respect to the Class
A-2 Certificates, (A) the REMIC I Principal Amount for the Class LA-2-1
Uncertificated Interest shall be the lesser of $5,069,000 and the Class
Principal Balance of the Class A-2 Certificates minus $236,441,000 but not less
than zero, (B) the REMIC I Principal Amount for the Class LA-2-2 Uncertificated
Interest shall be the lesser of $62,924,000 and the Class Principal Balance of
the Class A-2 Certificates minus $173,517,000 but not less than zero, (C) the
REMIC I Principal Amount for the Class LA-2-3 Uncertificated Interest shall be
the lesser of $63,183,000 and the Class Principal Balance of the Class A-2
Certificates minus $110,334,000 but not less than zero, and (D) the REMIC I
Principal Amount for the Class LA-2-4 Uncertificated Interest shall be the
lesser of $110,334,000 and the Class Principal Balance of the Class A-2
Certificates; (iii) with respect to the Class A-AB Certificates, (A) the REMIC I
Principal Amount of the Class LA-AB-1 Uncertificated Interest shall be the
lesser of $38,837,000 and the Class Principal Balance of the Class A-AB
Certificates minus $39,720,000 but not less than zero, and (B) the REMIC I
Principal Amount of the Class LA-AB-2 Uncertificated Interest shall be the
lesser of $39,720,000 and the Class Principal Balance of the Class A-AB
Certificates; (iv) with respect to the Class A-4 Certificates, (A) the REMIC I
Principal Amount for the Class LA-4-1 Uncertificated Interest shall be the
lesser of $13,070,000 and the Class Principal Balance of the Class A-4
Certificates minus $562,658,000 but not less than zero, (B) the REMIC I
Principal Amount for the Class LA-4-2 Uncertificated Interest shall be the
lesser of $97,494,000 and the Class Principal Balance of the Class A-4
Certificates minus $465,164,000 but not less than zero, and (C) the REMIC I
Principal Amount for the Class LA-4-3 Uncertificated Interest shall be the
lesser of $465,164,000 and the Class Principal Balance of the Class A-4
Certificates; (v) with respect to the Class A-1-A Certificates, (A) the REMIC I
Principal Amount for the Class LA-1-A-1 Uncertificated Interest shall be the
lesser of $3,289,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $429,331,000 but not less than zero, (B) the REMIC I
Principal Amount for the Class LA-1-A-2 Uncertificated Interest shall be the
lesser of $19,384,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $409,947,000 but not less than zero, (C) the REMIC I
Principal Amount for the Class LA-1-A-3 Uncertificated Interest shall be the
lesser of $20,149,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $389,798,000 but not less than zero, (D) the REMIC I
Principal Amount for the Class LA-1-A-4 Uncertificated Interest shall be the
lesser of $20,900,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $368,898,000 but not less than zero, (E) the REMIC I
Principal Amount for the Class LA-1-A-5 Uncertificated Interest shall be the
lesser of $46,747,000 and the Class Principal Balance of the Class A-4
Certificates minus $322,151,000 but not less than zero, (F) the REMIC I
Principal Amount for the Class LA-1-A-6 Uncertificated Interest shall be the
lesser of $16,945,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $305,206,000 but not less than zero, (G) the REMIC I
Principal Amount for the Class LA-1-A-7 Uncertificated Interest shall be the
lesser of $43,631,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $261,575,000 but not less than zero, and (H) the REMIC I
Principal Amount for the Class LA-1-A-8 Uncertificated Interest shall be the
lesser of $261,575,000 and the Class Principal Balance of the Class A-1-A
Certificates; and (vi) with respect to the Class D Certificates, (A) the REMIC I
Principal Amount for the Class LD-1 Uncertificated Interest shall be the lesser
of $828,000 and the Class Principal Balance of the Class D Certificates minus
$31,843,000 but not less than zero, (B) the REMIC I Principal Amount for the
Class LD-2 Uncertificated Interest shall be the lesser of $22,782,000 and the
Class Principal Balance of the Class D Certificates minus $9,061,000 but not
less than zero, and (C) the REMIC I Principal Amount for the Class LD-3
Uncertificated Interest shall be the lesser of $9,061,000 and the Class
Principal Balance of the Class D Certificates.

            "REMIC II": One of the two separate REMICs comprising the Trust
Fund, the assets of which consist of the Uncertificated REMIC I Interests and
such amounts as shall from time to time be held in the REMIC II Distribution
Account.

            "REMIC II Distribution Account": The account, accounts or
sub-account created and maintained by the Certificate Administrator in trust for
the Certificateholders. Any such account or accounts shall be an Eligible
Account or a subaccount of an Eligible Account.

            "REMIC Pool": Either REMIC I or REMIC II.

            "REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and
related provisions, and proposed, temporary and final Treasury regulations and
any published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any related Junior Loan
Holder(s), which shall be entitled "[name of Special Servicer], as Special
Servicer, in trust for Wells Fargo Bank, N.A., as Trustee, for Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates and any related Junior Loan Holder(s), as their interests may
appear, Series 2004-C5 REO Account". Any such account or accounts shall be an
Eligible Account.

            "REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged Property as REO Property by the Special
Servicer on behalf of the Trust Fund and/or any affected B Loan Holder.

            "REO Acquisition Date": The date of the Trust Fund's acquisition for
federal income tax purposes of any REO Property pursuant to Section 3.09.

            "REO B Loan": Any B note component of a Trust Mortgage Loan deemed
for purposes hereof to be outstanding (but outside the Mortgage Pool) with
respect to any REO Property in respect of a Mortgage Loan Combination. Any REO B
Loan shall be deemed to provide for monthly payments of principal and/or
interest equal to its Assumed Scheduled Payments and otherwise to have the same
terms and conditions as its predecessor B Loan (such terms and conditions to be
applied without regard to the default on such predecessor B Loan or the subject
REO Acquisition), as the case may be. Any REO B Loan shall be deemed to have an
initial unpaid principal balance equal to the unpaid principal balance of its
predecessor B Loan as of the related REO Acquisition Date. All Monthly Payments
and other amounts due and owing, or deemed to be due and owing, in respect of
any B Loan (including Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) as of the related REO Acquisition Date, shall be deemed to continue to
be due and owing in respect of the related REO B Loan. In addition, all amounts
payable or reimbursable to the Master Servicer, the Special Servicer or the
Trustee, as applicable, in respect of any B Loan as of the related REO
Acquisition Date, including any unpaid or unreimbursed servicing compensation
and Servicing Advances (together with any related unpaid Advance Interest),
shall continue to be payable or reimbursable in the same priority and manner
pursuant to Section 3.04 and 3.11 and the related intercreditor, co-lender or
similar agreement to the Master Servicer, the Special Servicer or the Trustee,
as the case may be, in respect of the related REO B Loan.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(e).

            "REO Extension": As defined in Section 3.16(a).

            "REO Mortgage Loan": Any REO Trust Mortgage Loan or REO B Loan.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders and, if such property relates to a Mortgage
Loan Combination, each related B Loan Holder (as a collective whole), through
foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Trust Mortgage Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.

            "REO Tax": As defined in Section 3.17(a).

            "REO Trust Mortgage Loan": The mortgage loan deemed to be
outstanding and part of the Mortgage Pool with respect to each REO Property.
Each REO Trust Mortgage Loan shall be deemed to be outstanding for so long as
the related REO Property remains part of the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor and otherwise
have the same terms and conditions as its predecessor Trust Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Trust Mortgage Loan). Each REO
Trust Mortgage Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance
and Stated Principal Balance, respectively, of its predecessor Trust Mortgage
Loan as of the related REO Acquisition Date. All amounts due and owing in
respect of the predecessor Trust Mortgage Loan (including Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) as of the related REO
Acquisition Date, including accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Trust Mortgage Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, in respect of the predecessor Trust
Mortgage Loan as of the related REO Acquisition Date, including any unpaid
Special Servicing Fees, Primary Servicing Fees and Master Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
Master Servicer or the Trustee in respect of such Advances in accordance with
Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable
to the Master Servicer, the Special Servicer or the Trustee in respect of an REO
Trust Mortgage Loan.

            "Replacement Trust Mortgage Loan": Any Qualified Substitute Trust
Mortgage Loan that is substituted by a Mortgage Loan Seller or, in the case of a
Column Trust Mortgage Loan, the Column Performance Guarantor for a Defective
Trust Mortgage Loan as contemplated by Section 2.03.

            "Request for Release": A request signed by a Servicing Officer of,
as applicable, the Master Servicer in the form of Exhibit D-1 attached hereto or
the Special Servicer in the form of Exhibit D-2 attached hereto.

            "Requesting Subordinate Certificateholder": The Holder of any of the
Class L, Class M, Class N, Class O or Class P Certificates, that delivers notice
to the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer indicating that such Holder is a "Requesting Subordinate
Certificateholder".

            "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": (i) Any officer of the Global Securitization
Trust Services Group of the Certificate Administrator (and, in the event that
the Certificate Administrator is the Certificate Registrar or the Paying Agent,
of the Certificate Registrar or the Paying Agent, as applicable) and (ii) when
used with respect to the initial Trustee, any Vice President, Assistant Vice
President, corporate trust officer or assistant corporate trust officer of the
Trustee having direct responsibility for the administration of this Agreement,
and with respect to any successor Trustee, any officer or assistant officer in
the corporate trust department of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers to whom a particular matter is referred by the
Trustee because of such officer's knowledge of and familiarity with the
particular subject.

            "Restricted Master Servicer Reports": Collectively, to the extent
not filed with the Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA Financial
File and the CMSA Comparative Financial Status Report.

            "Revised Rate": With respect to any ARD Mortgage Loan, the increased
interest rate after the related Anticipated Repayment Date (in the absence of a
default) for such ARD Mortgage Loan, as calculated and as set forth in the
related Mortgage Loan Documents.

            "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

            "Sarbanes-Oxley Certification": As defined in Section 3.26(a).

            "Securities Act": The Securities Act of 1933, as amended.

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.

            "Security Position Listing": A listing prepared by the Depository of
the holdings of Depository Participants with respect to the Certificates.

            "Senior Certificates": Collectively, the Class A-P&I Certificates
and the Interest Only Certificates.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Balance of the Class
A-P&I Certificates outstanding immediately prior thereto equals or exceeds the
sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that will
be outstanding immediately following such Distribution Date, plus (b) the lesser
of (i) the Total Principal Distribution Amount for such Distribution Date and
(ii) the portion of the Available Distribution Amount for such Distribution Date
that will remain after all distributions of interest to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a) have been so
made.

            "Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O or Class P Certificates.

            "Series 2004-C5 Directing Certificateholder": The particular Holder
(or, in the case of a Class of Book-Entry Certificates, the particular
Certificate Owner) of Certificates of the Controlling Class selected by the
Holders (or, in the case of a Class of Book-Entry Certificates, the Certificate
Owners) of Certificates representing more than 50% of the Percentage Interests
in the Controlling Class (which selection shall be evidenced by notice delivered
by the Series 2004-C5 Directing Certificateholder to the parties hereto and the
prior Series 2004-C5 Directing Certificateholder, if any); provided, however,
that until a Series 2004-C5 Directing Certificateholder is so selected or after
receipt of a notice from the Holders (or, in the case of a Class of Book-Entry
Certificates, the Certificate Owners) of Certificates representing more than 50%
of the Percentage Interests in the Controlling Class that a Series 2004-C5
Directing Certificateholder is no longer designated, the particular
Certificateholder (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) that beneficially owns Certificates of the
Controlling Class that represents the largest aggregate Percentage Interest in
the Controlling Class shall be the Series 2004-C5 Directing Certificateholder.
The initial Series 2004-C5 Directing Certificateholder will be Lennar Partners,
Inc. No appointment of any Person as a Series 2004-C5 Directing
Certificateholder shall be effective until such Person provides the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer with
written confirmation of its acceptance of such appointment, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
If no Person is appointed as Series 2004-C5 Directing Certificateholder, the
Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee shall not be required to recognize the particular Certificateholder (or,
in the case of a Class of Book-Entry Certificates, the particular Certificate
Owner) that beneficially owns Certificates of the Controlling Class that
represent the largest aggregate Percentage Interest in the Controlling Class as
the Series 2004-C5 Directing Certificateholder until such Certificateholder or
Certificate Owner, as the case may be, provides an address and telecopy number
for the delivery of notices and other correspondence and a list of officers or
employees of such Person with whom the parties to this Agreement may deal
(including their names, titles, work addresses and telecopy numbers).

            "Serviced Loan": Any Trust Mortgage Loan.

            "Serviced Loan Combinations": The Eastgate Mall Total Loan, the
FedEx-Midway Total Loan and, with respect to each CBA A/B Mortgage Loan
Combination, upon a "Material Default" under the related CBA A/B Intercreditor
Agreement, such CBA A/B Mortgage Loan Combination, collectively.

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

            "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and expenses and
fees of real estate brokers, paid or to be paid, as the context requires, out of
its own funds, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee) in connection with the servicing of a Mortgage Loan as
to which a default, delinquency or other unanticipated event has occurred or is
reasonably foreseeable, or in connection with the administration of any REO
Property, including (1) any such costs and expenses associated with (a)
compliance with the obligations of the Master Servicer and/or the Special
Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property,
including the cost of any "force placed" insurance policy purchased by the
Master Servicer or the Special Servicer to the extent such cost is allocable to
a particular Mortgaged Property that the Master Servicer or the Special Servicer
is required to cause to be insured pursuant to Section 3.07, (c) obtaining any
Insurance and Condemnation Proceeds or Liquidation Proceeds in respect of any
such Mortgage Loan or any REO Property, (d) any enforcement or judicial
proceedings with respect to any such Mortgage Loan, including foreclosures and
similar proceedings, (e) the operation, leasing, management, maintenance and
liquidation of any REO Property, (f) obtaining any Appraisal required to be
obtained hereunder, and (g) UCC filings (to the extent that the costs thereof
are not reimbursed by the related Borrower), (2) the reasonable and direct
out-of-pocket travel expenses incurred by the Special Servicer in connection
with performing inspections pursuant to Section 3.19, and (3) any other
expenditure which is expressly designated as a Servicing Advance herein;
provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include (A) allocable overhead of the Master Servicer or Special
Servicer, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and
expenses, (B) costs incurred by either such party or any Affiliate thereof in
connection with its purchase of any Mortgage Loan or REO Property pursuant to or
as contemplated by any provision of this Agreement or (C) costs or expenses
expressly required under this Agreement to be borne by the Master Servicer or
Special Servicer.

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Borrower, or otherwise in the possession of the Master
Servicer in connection with, or relating to the origination and servicing of any
Mortgage Loan or which are reasonably required for the ongoing administration of
the Mortgage Loan, including appraisals, surveys, engineering reports,
environmental reports, financial statements, leases, rent rolls and tenant
estoppels, together with copies of documents required to be part of the related
Mortgage File.

            "Servicing Officer": Any officer and/or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master
Servicer to the Trustee, the Certificate Administrator and the Depositor on the
Closing Date as such list may be amended from time to time thereafter.

            "Servicing Standard": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:

                  (i) in the case of a Balloon Mortgage Loan, a payment default
            shall have occurred on such Mortgage Loan at its Maturity Date, or
            if the Master Servicer has received evidence prior to its Maturity
            Date that the related Borrower has obtained a firm commitment to
            refinance such Mortgage Loan, such default continues unremedied
            beyond the earlier of (A) 60 days after its Maturity Date or (B) the
            expiration of such commitment; or

                  (ii) any Monthly Payment (other than a Balloon Payment) on
            such Mortgage Loan is 60 days or more delinquent; or

                  (iii) the Master Servicer or the Special Servicer reasonably
            determines that a payment default or material non-monetary default
            with respect to such Mortgage Loan has occurred or, in each case, is
            imminent and is not likely to be cured by the related Borrower
            within 60 days (or in the case of a payment default or imminent
            payment default described in (i) or (ii) above, for the time period
            described therein) (provided that any such determination by the
            Special Servicer that a payment default or other non-monetary
            default is imminent shall not be the basis for a Servicing Transfer
            Event unless the Series 2004-C5 Directing Certificateholder
            concurs); or

                  (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 or the appointment of a conservator or 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 is entered against the related
            Borrower; provided that if such decree or order is discharged or
            stayed within 60 days of being entered, such Mortgage Loan shall not
            be a Specially Serviced Mortgage Loan (and no Special Servicing
            Fees, Workout Fees or Liquidation Fees will be payable with respect
            thereto); or

                  (v) the related Borrower shall file for or consent 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
            or of or relating to all or substantially all of its property; or

                  (vi) the related Borrower shall admit in writing its inability
            to pay its debts generally as they become due, file a petition to
            take advantage of any applicable insolvency or reorganization
            statute, make an assignment for the benefit of its creditors, or
            voluntarily suspend payment of its obligations; or

                  (vii) the Master Servicer has received notice of the
            foreclosure or proposed foreclosure of any lien on the related
            Mortgaged Property; or

                  (viii) any other default (exclusive of an Acceptable Insurance
            Default) that, in the reasonable judgment of the Master Servicer or
            the Special Servicer, has materially and adversely affected the
            value of such Mortgage Loan has occurred and has continued
            unremedied for 60 days (irrespective of any applicable grace period
            specified in the related Mortgage Loan Documents).

A Servicing Transfer Event for any Mortgage Loan in a Mortgage Loan Combination
shall constitute a Servicing Transfer Event for all Mortgage Loans in such
Mortgage Loan Combination until all such Mortgage Loans become Corrected
Mortgage Loans.

A Servicing Transfer Event with respect to any Mortgage Loan shall cease to
exist:

            (w) in the case of the circumstances described in clauses (i) and
(ii) above, if and when the related Borrower has made three consecutive full and
timely Monthly Payments under the terms of such Mortgage Loan (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment granted or agreed to by the Master Servicer or the Special Servicer
pursuant to Section 3.20);

            (x) in the case of the circumstances described in clauses (iii),
(iv), (v) and (vi) above, if and when such circumstances cease to exist in the
reasonable judgment of the applicable Special Servicer;

            (y) in the case of the circumstances described in clause (vii)
above, if any, when the proceedings are terminated; and

            (z) in the case of the circumstances described in clause (viii)
above, if and when such default is cured in the reasonable judgment of the
applicable Special Servicer.

            "Significant Trust Mortgage Loan": At any time, (a) any Trust
Mortgage Loan (i) whose principal balance is $20,000,000 or more at such time or
(ii) that is (x) a Trust Mortgage Loan, (y) part of a group of Crossed Trust
Mortgage Loans or (z) part of a group of Trust Mortgage Loans made to affiliated
Borrowers that, in each case, in the aggregate, represents 5% or more of the
aggregate outstanding principal balance of the Mortgage Pool at such time or (b)
any one of the ten largest Trust Mortgage Loans (which for the purposes of this
definition shall include groups of Crossed Trust Mortgage Loans and groups of
Trust Mortgage Loans made to affiliated Borrowers) by outstanding principal
balance at such time.

            "Similar Law": Any federal, state or local law materially similar to
the provisions of Title I of ERISA or Section 4975 of the Code.

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such exceptions as may
be approved by the Master Servicer or Special Servicer in their respective
discretion, in each case in accordance with the Servicing Standard) that it is
formed solely for the purpose of owning and pledging Defeasance Collateral
relating to one or more Defeasance Mortgage Loans; shall not engage in any
business unrelated to such Defeasance Collateral; shall not have any assets
other than those related to its interest in the Defeasance Collateral and may
not incur any indebtedness other than as required to assume the defeased
obligations under the related Note or Notes that have been defeased; shall
maintain its own books, records and accounts, in each case which are separate
and apart from the books, records and accounts of any other Person; shall hold
regular meetings, as appropriate, to conduct its business, and shall observe all
entity level formalities and record-keeping; shall conduct business in its own
name and use separate stationery, invoices and checks; may not guarantee or
assume the debts or obligations of any other Person; shall not commingle its
assets or funds with those of any other Person; shall pay its obligations and
expenses and the salaries of its own employees from its own funds and allocate
and charge reasonably and fairly any common employees or overhead shared with
Affiliates; shall prepare separate tax returns and financial statements or, if
part of a consolidated group, shall be shown as a separate member of such group;
shall transact business with Affiliates on an arm's-length basis pursuant to
written agreements; shall hold itself out as being a legal entity, separate and
apart from any other Person; if such entity is a limited partnership, shall have
as its only general partners, general partners which are Single-Purpose Entities
which are corporations; if such entity is a corporation, at all relevant times,
has and will have at least one Independent Director; the board of directors of
such entity shall not take any action requiring the unanimous affirmative vote
of 100% of the members of the board of directors unless all of the directors,
including without limitation all Independent Directors, shall have participated
in such vote; shall not fail to correct any known misunderstanding regarding the
separate identity of such entity; if such entity is a limited liability company,
shall have at least one member that is a Single-Purpose Entity which is a
corporation, and such corporation shall be the managing member of such limited
liability company; shall hold its assets in its own name; except for the pledge
of such Defeasance Collateral, shall not pledge its assets for the benefit of
any other person or entity; shall not make loans or advances to any person or
entity; shall not identify its partners, members or shareholders, or any
affiliates of any of them as a division or part of it; if such entity is a
limited liability company, such entity shall dissolve only upon the bankruptcy
of the managing member, and such entity's articles of organization, certificate
of formation and/or operating agreement, as applicable, shall contain such
provision; if such entity is a limited liability company or limited partnership,
and such entity has one or more managing members or general partners, as
applicable, then such entity shall continue (and not dissolve) for so long as a
solvent managing member or general partner, as applicable, exists and such
entity's organizational documents shall contain such provision. The SPE's
organizational documents shall further prohibit any dissolution and winding up
and provide that any insolvency filing for such entity requires the unanimous
consent of all partners, directors (including without limitation all Independent
Directors) or members, as applicable, and that such documents may not be amended
with respect to the Single-Purpose Entity requirements so long as any
Certificates are outstanding.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated; provided, however, that if such designated party has not then
assigned a rating to a depository institution, insurer or any other Person or
item, then any failure to satisfy a requirement under this Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of Default or
breach of the Servicing Standard solely as a result of such failure. References
herein to "applicable rating category" (other than such references to "highest
applicable rating category") shall, in the case of S&P, be deemed to refer to
such applicable rating category of S&P, without regard to any plus or minus or
other comparable rating qualification.

            "Special Servicer": Lennar, in its capacity as special servicer
hereunder, or any successor special servicer appointed as herein provided.

            "Special Servicer Employees": As defined in Section 3.07(c).

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Mortgage Loan, the fee payable to the Special Servicer
pursuant to the first paragraph of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan, 0.35% per annum (provided,
however, that, such fee shall at least equal $4,000 per month with respect to
each Specially Serviced Mortgage Loan, which minimum amount may be reduced by
the Series 2004-C5 Directing Certificateholder), except that with respect to the
Eastgate Mall Mortgage Loan, such rate will be 0.25% per annum.

            "Specially Designated Servicing Action": Any of the following
actions:

                  (i) any modification, waiver or amendment of a monetary term
            of a Mortgage Loan (other than a waiver of Penalty Charges) or a
            material non-monetary term (excluding any waiver of a "due-on-sale"
            or "due-on-encumbrance" clause, which is addressed in clause (viii)
            below);

                  (ii) any proposed or actual foreclosure upon or comparable
            conversion (which may include acquisition of an REO Property) of the
            ownership of properties securing such of the Specially Serviced
            Mortgage Loans as come into and continue in default;

                  (iii) any proposed or actual sale of an REO Property (other
            than in connection with the termination of the Trust Fund);

                  (iv) any determination to bring a Mortgaged Property securing
            a Specially Serviced Mortgaged Loan or an REO Property into
            compliance with applicable environmental laws or to otherwise
            address Hazardous Materials located at such Mortgaged Property or
            REO Property;

                  (v) any release of collateral for a Specially Serviced
            Mortgage Loan or releases of earn-out reserves or related letters of
            credit with respect to a Trust Mortgage Loan (other than in
            accordance with the terms of, or upon satisfaction of, such Mortgage
            Loan);

                  (vi) any acceptance of substitute or additional collateral for
            a Specially Serviced Mortgage Loan (other than in accordance with
            the terms of such Mortgage Loan);

                  (vii) any acceptance of a discounted payoff with respect to a
            Specially Serviced Mortgage Loan;

                  (viii) any waiver of a "due-on-sale" or "due-on-encumbrance"
            clause with respect to any Mortgage Loan; and/or

                  (ix) any acceptance of an assumption agreement releasing a
            borrower from liability under a Mortgage Loan.

            "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

            "Specially Serviced Trust Mortgage Loan": As defined in Section
3.01(a).

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of the state in which
the office of the Trustee from which the Trust is administered or located, and
any other state, the applicability of which to the Trust Fund or either REMIC
Pool shall have been confirmed to the Certificate Administrator in writing
either by the delivery to the Certificate Administrator of an Opinion of Counsel
to such effect (which Opinion of Counsel shall not be at the expense of the
Certificate Administrator), or by the delivery to the Certificate Administrator
of a written notification to such effect by the taxing authority of such state.

            "Stated Principal Balance": With respect to any Mortgage Loan (and
any successor REO Mortgage Loan), a principal balance which (a) initially shall
equal the unpaid principal balance thereof as of the related Due Date in
December 2004 (or for the Mortgage Loans that closed in December, the closing
date of such Mortgage Loans) or, in the case of any Replacement Trust Mortgage
Loan, as of the related date of substitution, in any event after application of
all payments of principal due thereon on or before such date, whether or not
received, and (b) shall be permanently reduced on each subsequent Distribution
Date (to not less than zero) by (i) that portion, if any, of the Total Principal
Distribution Amount for such Distribution Date attributable to such Mortgage
Loan (or successor REO Mortgage Loan), and (ii) the principal portion of any
Realized Loss incurred in respect of such Mortgage Loan (or successor REO
Mortgage Loan) during the related Collection Period; provided that, if a
Liquidation Event occurs in respect of any Mortgage Loan or REO Property, then
the "Stated Principal Balance" of such Mortgage Loan or of the related REO
Mortgage Loan, as the case may be, shall be zero commencing as of the
Distribution Date in the Collection Period next following the Collection Period
in which such Liquidation Event occurred.

            "Static Prepayment Premium": A form of prepayment consideration
payable in connection with any voluntary or involuntary principal prepayment
that is calculated solely as a specified percentage of the amount prepaid, which
percentage may change over time.

            "Subordinate Certificate": Any of the Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class R, Class LR and Class V Certificates.

            "Subordinate Principal Balance Certificate": Any of the Subordinate
Certificates that is also a Principal Balance Certificate.

            "Sub-Servicer": Any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement, including any
Primary Servicer.

            "Sub-Servicing Agreement": The subservicing agreements between the
Master Servicer or the Special Servicer, as the case may be, and any
Sub-Servicer relating to servicing and administration of Mortgage Loans by such
Sub-Servicer as provided in Section 3.22, including any Primary Servicing
Agreement.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Trust Mortgage Loan being replaced calculated as of
the date of substitution over the Stated Principal Balance of the related
Qualified Substitute Trust Mortgage Loan as of the date of substitution. In the
event that one or more Qualified Substitute Trust Mortgage Loans are substituted
(at the same time) for one or more Deleted Trust Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding
sentence on the basis of the aggregate Purchase Prices of the Trust Mortgage
Loan or Trust Mortgage Loans being replaced and the aggregate Stated Principal
Balances of the related Qualified Substitute Trust Mortgage Loan or Qualified
Substitute Trust Mortgage Loans.

            "Successor Manager": As defined in Section 3.19(b).

            "Tax Matters Person": With respect to either REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury Regulations Section 1.860F-4(d) and temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(c), be the Plurality Residual Certificateholder.

            "Tax Returns": The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of each REMIC Pool due to its classification as a REMIC under the REMIC
Provisions, and the federal income tax return on IRS form 1041 or any successor
form, to be filed on behalf of Grantor Trust V, 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 under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state or local tax laws.

            "Termination Notice": As defined in Section 7.01(b).

            "Termination Price": As defined in Section 9.01.

            "Total Principal Distribution Adjustment Amount": As to any
Distribution Date, the sum of (i) the amount of any Nonrecoverable Advance that
was reimbursed to the Master Servicer, Special Servicer or Trustee and that was
deemed to have been reimbursed out of the Total Principal Distribution Amount
and (ii) any Workout-Delayed Reimbursement Amount that was reimbursed to the
Master Servicer, Special Servicer or Trustee and that was deemed to have been
reimbursed out of the Total Principal Distribution Amount, in each case, with
interest on such Advance, during the period since the preceding Distribution
Date.

            "Total Principal Distribution Amount": An amount equal to:

            (a) with respect to any Distribution Date prior to the Final
      Distribution Date, the aggregate (without duplication) of the following--

                  (i) all payments of principal (including Principal
            Prepayments) received by or on behalf of the Trust with respect to
            the Trust Mortgage Loans during the related Collection Period, in
            each case net of any portion of the particular payment that
            represents a Late Collection of principal for which a P&I Advance
            was previously made for a prior Distribution Date or that represents
            the principal portion of a Monthly Payment due on or before the
            related Due Date in December 2004 or on a Due Date subsequent to the
            end of the related Collection Period,

                  (ii) all scheduled payments of principal due in respect of the
            Trust Mortgage Loans for their respective Due Dates occurring during
            the related Collection Period that were received by or on behalf of
            the Trust (other than as part of a Principal Prepayment) prior to
            the related Collection Period,

                  (iii) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds received by or on behalf of the Trust with respect to any
            of the Trust Mortgage Loans during the related Collection Period
            that were identified and applied as recoveries of principal of such
            Trust Mortgage Loans in accordance with Section 1.03, in each case
            net of any portion of such proceeds that represents a Late
            Collection of principal due on or before the related Due Date in
            December 2004 or for which a P&I Advance was previously made for a
            prior Distribution Date,

                  (iv) all Insurance and Condemnation Proceeds, Liquidation
            Proceeds and REO Revenues received by or on behalf of the Trust in
            respect of any REO Properties during the related Collection Period
            that were identified and applied as recoveries of principal of the
            related REO Trust Mortgage Loans in accordance with Section 1.03, in
            each case net of any portion of such proceeds and/or revenues that
            represents a Late Collection of principal due on or before the
            related Due Date in December 2004 or for which a P&I Advance was
            previously made for a prior Distribution Date,

                  (v) the respective principal portions of all P&I Advances made
            in respect of the Trust Mortgage Loans and any REO Trust Mortgage
            Loans with respect to such Distribution Date; and

            (b) with respect to the Final Distribution Date, the aggregate
      Stated Principal Balance of the entire Mortgage Pool outstanding
      immediately prior to the Final Distribution Date.

            Notwithstanding the foregoing, (i) the Total Principal Distribution
Amount will be reduced for any Loan Group as to which funds were used therefrom
to reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts
(as described in Section 1.05) on any Distribution Date by an amount equal to
the Total Principal Distribution Adjustment Amount calculated with respect to
such Distribution Date and (ii) the Total Principal Distribution Amount will be
increased for any Loan Group as to which funds were used therefrom to reimburse
Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts on any
Distribution Date by the amount of any recovery occurring during the related
Collection Period of an amount that was previously advanced with respect to a
Trust Mortgage Loan if such Nonrecoverable Advance or any Workout-Delayed
Reimbursement Amount was previously reimbursed from Total Principal Distribution
Amounts from such Loan Group in a manner that resulted in a Total Principal
Distribution Adjustment Amount for such Loan Group on a prior Distribution Date.

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transfer Affidavit and Agreement": As defined in Section 5.02(d).

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Trust": The trust created hereby.

            "Trust Assets": The assets comprising the Trust Fund.

            "Trust Fund": All of the assets of all the REMIC Pools and Grantor
Trust V.

            "Trust Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01, and from time to time held in
the Trust Fund, including any Replacement Trust Mortgage Loan. As used herein,
the term "Trust Mortgage Loan" includes the related Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.
Each mortgage loan identified on the Trust Mortgage Loan Schedule shall
constitute a single Trust Mortgage Loan, regardless of the number of promissory
notes that collectively evidence the same.

            "Trust Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibits B-1, B-2, B-3 and B-4, collectively, which list sets
forth the following information with respect to each Trust Mortgage Loan:

                  (i) the loan number (as specified in Exhibit A-1 to the
            Prospectus Supplement);

                  (ii) the property name;

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

                  (iv) the Mortgage Rate in effect at the Cut-off Date;

                  (v) the Net Mortgage Rate in effect at the Cut-off Date;

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

                  (viii) the (a) remaining term to stated maturity, (b) Maturity
            Date and (c) with respect to each ARD Trust Mortgage Loan, the
            Anticipated Repayment Date;

                  (ix) the original and remaining amortization terms;

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

                  (xi) the number of units, pads, rooms or square footage with
            respect to the Mortgaged Property;

                  (xii) the Interest Accrual Period;

                  (xiii) the applicable Primary Servicing Fee Rate and the
            Master Servicing Fee Rate;

                  (xiv) the Due Date;

                  (xv) whether such loan is an ARD Trust Mortgage Loan;

                  (xvi) whether the Trust Mortgage Loan is subject to
            lockout/defeasance;

                  (xvii) whether the related Mortgaged Property was covered by
            earthquake insurance at the time of origination, or if the loan
            documents require such insurance;

                  (xviii) whether such Trust Mortgage Loan has the benefit of an
            Environmental Insurance Policy;

                  (xix) whether such Trust Mortgage Loan is secured by the
            related Borrower's interest in Ground Leases;

                  (xx) whether such Trust Mortgage Loan is secured by a Letter
            of Credit; and

                  (xxi) which Loan Group includes such Trust Mortgage Loan.

            Such Trust Mortgage Loan Schedule also shall set forth the aggregate
of the amounts described under clause (vii) above for all of the Trust Mortgage
Loans. Such list may be in the form of more than one list, collectively setting
forth all of the information required.

            "Trustee": Wells Fargo Bank, N.A., in its capacity as trustee and
its successors in interest, or any successor trustee appointed as herein
provided.

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement; provided that the portion of the
Trustee Fee defined herein as the Certificate Administrator Fee shall be
retained by the Certificate Administrator.

            "Trustee Fee Rate": 0.0013% per annum.

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement filed or to be
filed pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated REMIC I Interests": Any of the Class LA-1-1, Class
LA-1-2, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4, Class LA-3,
Class LA-AB-1, Class LA-AB-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class
LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class
LA-1-A-6, Class LA-1-A-7, Class LA-1-A-8, Class LA-J, Class LB, Class LC, Class
LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class
LM, Class LN, Class LO and Class LP Uncertificated Interests.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Trust Mortgage Loan as to which a Principal Prepayment is made, the
excess, if any, of (i) the Prepayment Interest Shortfall relating to a Principal
Prepayment, if any, for such Trust Mortgage Loan as of such Distribution Date,
over (ii) the deposits made by the Master Servicer to the Certificate
Administrator pursuant to Section 3.02(c).

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, for such Distribution Date exceeds (ii)
the aggregate amount of Prepayment Interest Excesses, if any, on all Trust
Mortgage Loans for such Distribution Date.

            "Underwriters": Collectively, CSFB LLC, KeyBanc Capital Markets, a
Division of McDonald Investments Inc., ABN AMRO Incorporated and J.P. Morgan
Securities Inc.

            "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41, and as may be subsequently amended following the
Closing Date.

            "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

            "United States Tax Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

            "Unpaid Interest Shortfall Amount": As to the first Distribution
Date and any Class of Regular Certificates, zero. As to any Distribution Date
after the first Distribution Date and any Class of Regular Certificates, the
amount, if any, by which the sum of the Interest Shortfall Amounts for such
Class for prior Distribution Dates exceeds the sum of the amounts distributed on
such Class on prior Distribution Dates in respect of such Interest Shortfall
Amounts.

            "Unrestricted Master Servicer Reports": Collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report
and, if and to the extent filed with the Commission, such reports and files as
would, but for such filing, constitute Restricted Master Servicer Reports.

            "USPAP": The Uniform Standards of Professional Appraisal Practices.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-SP Certificates, based on the
respective Class Notional Amount of each such Class relative to the aggregate
Class Notional Amount of both such Classes; and (ii) in the case of any Class of
Principal Balance Certificates, a percentage equal to the product of 99% and a
fraction, the numerator of which is equal to the then Class Principal Balance of
such Class, and the denominator of which is equal to the then aggregate
Certificate Balance of the Principal Balance Certificates. The Class R, Class LR
and Class V Certificates will not be entitled to any Voting Rights. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

            "Website": Either the internet website maintained by the Certificate
Administrator (initially located at "www.etrustee.net"), the website maintained
by the Master Servicer, the website maintained by the Special Servicer or the
website maintained by the CMSA, as applicable.

            "Weighted Average Net Mortgage Pass-Through Rate": As to any
Distribution Date, the weighted average of the Net Mortgage Pass-Through Rates
of all the Trust Mortgage Loans and REO Mortgage Loans in the Mortgage Pool,
weighted based on their respective Stated Principal Balances immediately prior
to such Distribution Date.

            "Wells Fargo": As defined in the Preliminary Statement to this
Agreement.

            "Withheld Amounts": As defined in Section 3.28(a).

            "Workout-Delayed Reimbursement Amount": With respect to any Mortgage
Loan, the amount of any Advance made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes 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 becomes a Corrected
Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the
Borrower to pay such amount under the terms of the modified Loan Documents. The
fact that any amount constitutes all or a portion of any Workout-Delayed
Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine that such amount instead constitutes a Nonrecoverable
Advance.

            "Workout Fee": The fee designated as such, and paid or payable, as
the context may require, to the Special Servicer with respect to each Corrected
Mortgage Loan pursuant to Section 3.11(b).

            "Workout Fee Rate": 1.0%.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including a Yield Maintenance Minimum Amount.

            "Yield Maintenance Minimum Amount": With respect to a Mortgage Loan
that provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.

            "Yield Rate": "With respect to any Trust Loan, a rate equal to a per
annum rate calculated by the linear interpolation of the yields, as reported in
the most recent "Federal Reserve Statistical Release H.15 - Selected Interest
Rates" under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Trust Mortgage Loan being prepaid or the
monthly equivalent of such rate. If Federal Reserve Statistical Release H.15 -
Selected Interest Rates is no longer published, the Master Servicer, on behalf
of the Trustee, will select a comparable publication to determine the Yield
Rate.

            Section 1.02 General Interpretive Principles

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (i) the terms defined in this Agreement include the plural as well
      as the singular, and the use of any gender herein shall be deemed to
      include the other gender;

            (ii) accounting terms not otherwise defined herein have the meanings
      assigned to them in accordance with GAAP as in effect from time to time;

            (iii) references herein to "Articles", "Sections", "Subsections",
      "Paragraphs" and other subdivisions without reference to a document are to
      designated Articles, Sections, Subsections, Paragraphs and other
      subdivisions of this Agreement;

            (iv) a reference to a Subsection without further reference to a
      Section is a reference to such Subsection as contained in the same Section
      in which the reference appears, and this rule shall also apply to
      Paragraphs and other subdivisions;

            (v) the words "herein", "hereof", "hereunder", "hereto", "hereby"
      and other words of similar import refer to this Agreement as a whole and
      not to any particular provision; and

            (vi) the terms "include" and "including" shall mean without
      limitation by reason of enumeration.

            Section 1.03 Certain Calculations in Respect of the Mortgage Loans

            (a) All amounts collected by or on behalf of the Trust in respect of
any Cross-Collateralized Group, including any payments from Borrowers, Insurance
and Condemnation Proceeds and Liquidation Proceeds, shall be applied among the
Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related Mortgage Loan Documents and, in the
absence of such express provisions, in accordance with the Servicing Standard.
All amounts collected by or on behalf of the Trust in respect of any CBA A/B
Mortgage Loan Combination, including any payments from Borrowers, Insurance and
Condemnation Proceeds and Liquidation Proceeds, shall be applied between the
related CBA A Loan and CBA B Loan in accordance with the express provisions of
the related CBA A/B Intercreditor Agreement. All amounts collected by or on
behalf of the Trust in respect of the Eastgate Mall Total Loan, including any
payments from Borrowers, Insurance and Condemnation Proceeds and Liquidation
Proceeds, shall be applied between the Eastgate Mall Loan and Eastgate Mall
Junior Loans in accordance with the express provisions of the Eastgate Mall
Intercreditor Agreement. All amounts collected by or on behalf of the Trust in
respect of the FedEx-Midway Total Loan, including any payments from Borrowers,
Insurance and Condemnation Proceeds and Liquidation Proceeds, shall be applied
between the FedEx-Midway Loan and FedEx-Midway B Loan in accordance with the
express provisions of the FedEx-Midway Intercreditor Agreement. All amounts
collected by or on behalf of the Trust in respect of or allocable to any
particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan is an A
Loan or constitutes part of a Cross-Collateralized Group), including any
payments from Borrowers, Insurance and Condemnation Proceeds or Liquidation
Proceeds, shall be applied to amounts due and owing under the related Mortgage
Loan Documents (including for principal and accrued and unpaid interest) in
accordance with the express provisions of the related Mortgage Loan Documents
and, in the absence of such express provisions or if and to the extent that such
terms authorize the lender to use its discretion, shall be applied as follows:
first, as a recovery of any related and unreimbursed Servicing Advances and, if
applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and
unpaid interest on such Trust Mortgage Loan to, but not including, the date of
receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment
from any Borrower, through the related Due Date), exclusive, however, of any
portion of such accrued and unpaid interest that constitutes Default Interest
or, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment
Date, that constitutes Excess Interest; third, as a recovery of principal of
such Trust Mortgage Loan then due and owing, including by reason of acceleration
of the Trust Mortgage Loan following a default thereunder (or, if a Liquidation
Event has occurred in respect of such Trust Mortgage Loan, as a recovery of
principal to the extent of its entire remaining unpaid principal balance);
fourth, unless a Liquidation Event has occurred in respect of such Trust
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of, or escrowed for the future payment of, real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items; fifth, as a
recovery of any Penalty Charges then due and owing under such Trust Mortgage
Loan; sixth, as a recovery of any Yield Maintenance Charge then due and owing
under such Trust Mortgage Loan; seventh, as a recovery of any assumption fees
and modification fees then due and owing under such Trust Mortgage Loan; eighth,
as a recovery of any other amounts then due and owing under such Trust Mortgage
Loan other than remaining unpaid principal and, in the case of an ARD Trust
Mortgage Loan after its Anticipated Repayment Date, other than Excess Interest;
ninth, as a recovery of any remaining principal of such Trust Mortgage Loan to
the extent of its entire remaining unpaid principal balance; and, tenth, in the
case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a
recovery of accrued and unpaid Excess Interest on such ARD Trust Mortgage Loan
to but not including the date of receipt by or on behalf of the Trust.

            (b) Collections by or on behalf of the Trust in respect of each REO
Property (exclusive of amounts to be applied to the payment of the costs of
operating, managing, maintaining and disposing of such REO Property and, if such
REO Property relates to a Mortgage Loan Combination, exclusive of amounts
payable to the related B Loan Holder in accordance with the related
Intercreditor Agreement) shall be treated: first, as a recovery of any related
and unreimbursed Servicing Advances and, if applicable, unpaid Liquidation
Expenses; second, as a recovery of accrued and unpaid interest on the related
REO Trust Mortgage Loan to, but not including, the Due Date in the Collection
Period of receipt by or on behalf of the Trust, exclusive, however, of any
portion of such accrued and unpaid interest that constitutes Default Interest
or, in the case of an REO Trust Mortgage Loan that relates to an ARD Trust
Mortgage Loan after its Anticipated Repayment Date, that constitutes Excess
Interest; third, as a recovery of principal of the related REO Trust Mortgage
Loan to the extent of its entire unpaid principal balance; fourth, as a recovery
of any Penalty Charges deemed to be due and owing in respect of the related REO
Trust Mortgage Loan; fifth, as a recovery of any Yield Maintenance Charge deemed
to be due and owing in respect of the related REO Trust Mortgage Loan; sixth, as
a recovery of any other amounts deemed to be due and owing in respect of the
related REO Trust Mortgage Loan (other than, in the case of an REO Trust
Mortgage Loan that relates to an ARD Trust Mortgage Loan after its Anticipated
Repayment Date, accrued and unpaid Excess Interest); and seventh, in the case of
an REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, as a recovery of any accrued and unpaid Excess
Interest on such REO Trust Mortgage Loan to but not including the date of
receipt by or on behalf of the Trust.

            (c) For the purposes of this Agreement, Excess Interest on an ARD
Trust Mortgage Loan or a successor REO Trust Mortgage Loan with respect thereto
shall be deemed not to constitute principal or any portion thereof and shall not
be added to the unpaid principal balance or Stated Principal Balance of such ARD
Trust Mortgage Loan or successor REO Trust Mortgage Loan, notwithstanding that
the terms of the related loan documents so permit. To the extent any Excess
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

            (d) The foregoing applications of amounts received in respect of any
Mortgage Loan, Mortgage Loan Combination or REO Property shall be determined by
the Master Servicer and reflected in the appropriate monthly report from the
Master Servicer and in the appropriate monthly Certificate Administrator Report
as provided in Section 4.02.

            (e) [Reserved]

            (f) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator; provided, however, that for
purposes of calculating distributions on the Certificates, (i) any voluntary
Principal Prepayment made on a date other than the related Due Date and in
connection with which the Master Servicer has collected interest thereon through
the end of the related Mortgage Interest Accrual Period shall be deemed to have
been made, and the Master Servicer shall apply such Principal Prepayment to
reduce the outstanding principal balance of the related Mortgage Loan as if such
Principal Prepayment had been received, on the following Due Date (so long as
such next following Due Date is in the same Collection Period as the actual date
of receipt) and (ii) all other Principal Prepayments with respect to any
Mortgage Loan are deemed to be received on the date they are applied to reduce
the outstanding principal balance of such Mortgage Loan.

            (g) Notwithstanding the terms of any Trust Mortgage Loan, the Master
Servicer shall not be entitled to the payment of any Penalty Charge in excess of
outstanding interest on Advances made with respect to such Trust Mortgage Loan,
except to the extent that (i) all reserves required to be established with the
Master Servicer and then required to be funded pursuant to the terms of such
Trust Mortgage Loan have been so funded, (ii) all payments of principal and
interest then due on such Trust Mortgage Loan have been paid and (iii) all
related operating expenses, if applicable, have been paid to the related
Lock-Box Account or reserved for pursuant to the related Lock-Box Agreement.

            (h) Any reference to the Certificate Balance of any Class of
Certificates on or as of a Distribution Date shall refer to the Certificate
Balance of such Class of Certificates on such Distribution Date after giving
effect to (a) any distributions made on such Distribution Date pursuant to
Section 4.01(a) and (b) any Realized Loss allocated to such Class on such
Distribution Date pursuant to Section 4.04.

            Section 1.04 Crossed Trust Mortgage Loans

            Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Trust Mortgage Loans identified on the Trust
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Trust Mortgage Loans, by their terms,
cross-defaulted and cross-collateralized with each other. For purposes of
reference only in this Agreement, and without in any way limiting the servicing
rights and powers of the Master Servicer and/or the Special Servicer, with
respect to any Crossed Trust Mortgage Loan (or successor REO Trust Mortgage
Loan), the Mortgaged Property (or REO Property) that relates or corresponds
thereto shall be the property identified in the Trust Mortgage Loan Schedule as
corresponding thereto. The provisions of this Agreement, including each of the
defined terms set forth in Section 1.01, shall be interpreted in a manner
consistent with this Section 1.04; provided that, if there exists with respect
to any Cross-Collateralized Group only one original of any document referred to
in the definition of "Mortgage File" covering all the Trust Mortgage Loans in
such Cross-Collateralized Group, then the inclusion of the original of such
document in the Mortgage File for any of the Trust Mortgage Loans constituting
such Cross-Collateralized Group shall be deemed an inclusion of such original in
the Mortgage File for each such Trust Mortgage Loan.

            Section 1.05 Certain Adjustments to the Principal Distributions on
the Certificates

            (a) If, in accordance with the provisions of this Agreement, any
party hereto is reimbursed out of general collections (but solely principal
collections with respect to Workout-Delayed Reimbursement Amounts) on the
Mortgage Pool on deposit in the Collection Account for any Nonrecoverable
Advance or any Workout-Delayed Reimbursement Amount (in each case, together with
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 any amounts then on deposit in the Collection Account
that represent payments or other collections of principal received by the Trust
with respect to the Mortgage Pool that, but for their application to reimburse a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
and/or to pay interest thereon, would be included in the Available Distribution
Amount for any subsequent Distribution Date;

            second, out of any amounts (but solely principal collections with
respect to Workout-Delayed Reimbursement Amounts) then on deposit in the
Collection Account that represent any other payments or other collections
received by the Trust with respect to the Mortgage Pool that, but for their
application to reimburse a Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount, as applicable, and/or to pay interest thereon, would be
included in the Available Distribution Amount for any subsequent Distribution
Date; and

            third, out of any other amounts (but solely principal collections
with respect to Workout-Delayed Reimbursement Amounts) then on deposit in the
Collection Account that may be available to reimburse the subject Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount, as applicable, and/or to pay
interest thereon.

            (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with clause first of the preceding paragraph to reimburse
a Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
or in each case, to pay interest thereon, and further if and to the extent that
such payment or other collection of principal constitutes part of the Total
Principal Distribution Amount for any Distribution Date, then the Total
Principal Distribution Amount for such Distribution Date shall be reduced by the
portion, if any, of such payment or other collection of principal that, but for
the application of this paragraph, would have been included as part of such
Total Principal Distribution Amount.

            (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
such Advance is reimbursed out of general collections on the Mortgage Pool as
contemplated by Section 1.05(a) above and the particular item for which such
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount was originally
made is subsequently collected out of payments or other collections in respect
of the related Trust Mortgage Loan, then the Total Principal Distribution Amount
for the Distribution Date that corresponds to the Due 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 Total Principal
Distribution Amount for a prior Distribution Date pursuant to Section 1.05(b)
above resulting from the reimbursement of the subject Advance and/or the payment
of interest thereon.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Original Trust Mortgage Loans

            (a) It is the intention of the parties hereto that a common law
trust be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Credit Suisse First
Boston Mortgage Securities Trust 2004-C5". Wells Fargo is hereby appointed, and
does hereby agree to act, as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. It is not intended that this Agreement create a
partnership or a joint-stock association.

            The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Original
Trust Mortgage Loans, (ii) the Mortgage Loan Purchase Agreements and (iii) all
other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Original Trust Mortgage Loans (other than payments of principal and interest
due and payable on the Original Trust Mortgage Loans on or before the Cut-off
Date and Principal Prepayments paid on or before the Cut-off Date). The transfer
of the Original Trust Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

            Under GAAP, the Depositor shall report and cause all of its records
to reflect: (i) its acquisition of the Original Column Trust Mortgage Loans from
Column, pursuant to the Column Mortgage Loan Purchase Agreement, as a purchase
of such Trust Mortgage Loans from Column; (ii) its acquisition of the Original
KeyBank Trust Mortgage Loans from KeyBank, pursuant to the KeyBank Mortgage Loan
Purchase Agreement, as a purchase of such Trust Mortgage Loans from KeyBank;
(iii) its acquisition of the Original LaSalle Trust Mortgage Loans from LaSalle,
pursuant to the LaSalle Mortgage Loan Purchase Agreement, as a purchase of such
Trust Mortgage Loans from LaSalle; (iv) its acquisition of the Original Lehman
Trust Mortgage Loan from Lehman, pursuant to the Lehman Mortgage Loan Purchase
Agreement, as a purchase of such Trust Mortgage Loan from Lehman; and (v) its
transfer of the Original Trust Mortgage Loans to the Trust, pursuant to this
Section 2.01(a), as a sale of such Trust Mortgage Loans to the Trust; provided
that, in the case of the transactions described in clauses (i) and (iv) of this
sentence, the Depositor shall do so only upon the sale of Certificates
representing at least 10% of the aggregate fair value of all the Certificates to
parties that are not Affiliates of the Depositor. Regardless of its treatment of
the transfer of the Original Trust Mortgage Loans to the Trust under GAAP, the
Depositor shall at all times following the Closing Date cause all of its records
and financial statements and any relevant consolidated financial statements of
any direct or indirect parent clearly to reflect that the Original Trust
Mortgage Loans have been transferred to the Trust and are no longer available to
satisfy claims of the Depositor's creditors.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee, on or before the Closing Date, the Mortgage
File (except item (xx) of the definition of "Mortgage File") for each Original
Trust Mortgage Loan so assigned.

            Notwithstanding the foregoing, if a Mortgage Loan Seller cannot
deliver, or cause to be delivered as to any Trust Mortgage Loan, the original
Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of
such Note, together with an affidavit substantially in the form attached as
Exhibit J hereto, certifying that the original thereof has been lost or
destroyed.

            Notwithstanding the foregoing, if the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Trust Mortgage Loan,
any of the documents and/or instruments referred to in clauses (ii), (iv),
(viii), (xi) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement), (xii) and (xiv) (other than assignments of UCC Financing Statements
to be filed in accordance with the transfer contemplated by the related Mortgage
Loan Purchase Agreement) of the definition of "Mortgage File", 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, the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File if: (i) a photocopy or duplicate original of
such non-delivered document or instrument (certified by the applicable public
recording or filing office, the applicable title insurance company or such
Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for recording or filing) is delivered to the Trustee, on or before the
Closing Date; and (ii) either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate public
recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing), with evidence of recording or filing
thereon, is delivered to the Trustee within 120 days of the Closing Date, which
period may be extended up to two times, in each case for an additional period of
45 days (provided that such Mortgage Loan Seller, as certified in writing to the
Trustee prior to each such 45-day extension, is in good faith attempting to
obtain from the appropriate county recorder's office such original or
photocopy).

            Notwithstanding the foregoing, if the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Trust Mortgage Loan,
any of the documents and/or instruments referred to in clauses (ii), (iv),
(viii), (xi) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement), (xii) and (xiv) (other than assignments of UCC Financing Statements
to be filed in accordance with the transfer contemplated by the related Mortgage
Loan Purchase Agreement) of the definition of "Mortgage File", with evidence of
recording or filing thereon, for any other reason, including, without
limitation, that such non-delivered document or instrument has been lost, the
delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File if a photocopy of such non-delivered document or instrument (with evidence
of recording or filing thereon and certified by the appropriate recording or
filing office to be a true and complete copy of the original thereof submitted
for recording or filing) is delivered to the Trustee on or before the Closing
Date.

            Notwithstanding the foregoing, if any Mortgage Loan Seller fails to
deliver a UCC Financing Statement assignment on or before the Closing Date as
required above solely because the related UCC Financing Statement has not been
returned to such Mortgage Loan Seller by the applicable filing office and such
Mortgage Loan Seller has so notified the Trustee, such Mortgage Loan Seller
shall not be in breach of its obligations with respect to such delivery;
provided that the Mortgage Loan Seller promptly forwards such UCC Financing
Statement to the Trustee upon its return, together with the related original UCC
Financing Statement assignment in a form appropriate for filing.

            Neither the Trustee, the Certificate Administrator, the Master
Servicer nor the Special Servicer shall be liable for any failure by any
Mortgage Loan Seller or the Depositor to comply with the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).

            (c) At the expense of the related Mortgage Loan Seller, the Trustee
(directly or through its designee) shall, as to each Trust Mortgage Loan, use
its best efforts to promptly (and in any event no later than the later of (i)
120 days after the Closing Date (or, in the case of a Replacement Trust Mortgage
Loan, the related date of substitution) and (ii) 60 days from receipt of
documents in form suitable for recording or filing, as applicable, including,
without limitation, all necessary recording and filing information) cause to be
submitted for recording or filing, as the case may be, each assignment referred
to in clauses (iii) and (v) of the definition of "Mortgage File" and each UCC
Financing Statement assignment to the Trustee referred to in clauses (xi) and
(xiv) of the definition of "Mortgage File". Unless otherwise indicated on any
documents provided to the Trustee, the Trustee shall file each such UCC
Financing Statement assignment in the state of incorporation or organization of
the related Borrower; provided that the related Mortgage Loan Seller shall have
filed, if necessary, an initial UCC Financing Statement under the Revised
Article 9 in lieu of continuation in such jurisdiction. Each such assignment
shall reflect that it should be returned by the public recording office to the
Trustee following recording, and each such UCC Financing Statement assignment
shall reflect that the file copy thereof should be returned to the Trustee
following filing. If any such document or instrument is lost or returned
unrecorded or unfiled because of a defect therein, the Trustee shall prepare or
cause to be prepared a substitute therefor or cure such defect, as the case may
be, and thereafter the Trustee shall upon receipt thereof cause the same to be
duly recorded or filed, as appropriate. The respective Mortgage Loan Purchase
Agreements provide for the reimbursement of the Trustee, in each case by the
related Mortgage Loan Seller, for the Trustee's costs and expenses incurred in
performing its obligation under this Section 2.01(c).

            Notwithstanding the foregoing, any Mortgage Loan Seller may elect,
at its sole cost and expense, to engage a third party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
described in the immediately preceding paragraph, with respect to the Trust
Mortgage Loans conveyed by it to the Depositor (or, in the case of a Replacement
Trust Mortgage Loan, to the Trustee) under the applicable Mortgage Loan Purchase
Agreement, to submit such assignments for filing and recording, as the case may
be, in the applicable public filing and recording offices and to deliver such
assignments to the Trustee or its designee as such assignments (or certified
copies thereof) are received from the applicable filing and recording offices
with evidence of such filing or recording indicated thereon.

            (d) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller (except that with respect to the
Mortgage Loan sold by Lehman, the delivery requirements shall only include the
applicable Mortgage Notes and any required assignment documents, with the
remainder of the documents for such Mortgage Loan to be delivered pursuant to
the Column Mortgage Loan Purchase Agreement) pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Master Servicer, within 10 Business Days after the
Closing Date, all documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Trust Mortgage Loans
(including reserve and escrow agreements, rent rolls, leases, environmental and
engineering reports, third-party underwriting reports, appraisals, surveys,
legal opinions, financial statements, operating statements and any other
information provided by the respective Borrower from time to time and any other
documents in the related Servicing File, but excluding any draft documents,
attorney/client privileged communications and documents prepared by the
applicable Mortgage Loan Seller or any of its Affiliates solely for internal
communication, credit underwriting or due diligence analyses, except for the
underwriting information contained in the underwriting memorandum or asset
summary report prepared by the applicable Mortgage Loan Seller in connection
with the preparation of Exhibit A-1 to the Prospectus Supplement) that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, and all such items shall be held by the Master Servicer on behalf of
the Trustee in trust for the benefit of the Certificateholders (and, insofar as
such items relate to a B Loan, the related B Loan Holder).

            In addition, with respect to each Trust Mortgage Loan under which
any Additional Collateral is in the form of a Letter of Credit as of the Closing
Date, the Depositor hereby represents and warrants that it has contractually
obligated the related Mortgage Loan Seller to cause to be prepared, executed and
delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign,
without recourse, to (and vest in) the Trustee such party's rights as the
beneficiary thereof and drawing party thereunder.

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart or copy of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.

            (f) The Depositor shall use reasonable efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Original Trust
Mortgage Loans in the name of such Mortgage Loan Seller or any other name, to be
transferred to the Master Servicer (or a Sub-Servicer at the direction of the
Master Servicer) for deposit into Servicing Accounts.

            (g) For purposes of this Section 2.01, and notwithstanding any
contrary provision hereof or of the definition of "Mortgage File", if there
exists with respect to any group of Crossed Trust Mortgage Loans only one
original or certified copy of any document or instrument described in the
definition of "Mortgage File" which pertains to all of the Crossed Trust
Mortgage Loans in such group of Crossed Trust Mortgage Loans, the inclusion of
the original or certified copy of such document or instrument in the Mortgage
File for any of such Crossed Trust Mortgage Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Trust Mortgage Loans in such group of Crossed Trust Mortgage Loans shall
be deemed the inclusion of such original or certified copy in the Mortgage Files
for each such Crossed Trust Mortgage Loan.

            (h) The Paying Agent hereby acknowledges the receipt by it of the
Closing Date Deposit Amount. The Paying Agent shall hold such Closing Date
Deposit Amount in the Distribution Account and shall include the Closing Date
Deposit Amount in the Available Distribution Amount for the first Distribution
Date. The Closing Date Deposit Amount shall remain uninvested.

            Section 2.02 Acceptance by Trustee

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders; provided that to the extent that a
Mortgage File relates to an A Loan, the Trustee shall also hold such Mortgage
File in the trust on behalf of the related B Loan Holders; provided further that
the Trustee or any Custodian appointed by the Trustee pursuant to Section 8.12
shall hold any Letter of Credit in a custodial capacity only and shall have no
obligation to maintain, extend the term of, enforce or otherwise pursue any
rights under such Letter of Credit which obligation the Master Servicer hereby
undertakes.

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing (substantially in
the form attached hereto as Exhibit O) to each of the Depositor, the Master
Servicer, the Special Servicer and the respective Mortgage Loan Sellers that, as
to each Trust Mortgage Loan listed in the Trust Mortgage Loan Schedule (other
than any Trust Mortgage Loan paid in full and any Trust Mortgage Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage
File" are in its possession, and (ii) all documents delivered or caused to be
delivered by such Mortgage Loan Seller constituting the Mortgage Files have been
received, appear to have been executed, appear to be what they purport to be,
purport to be recorded or filed (if recordation or filing is specified for such
document in the definition of "Mortgage File") and have not been torn, mutilated
or otherwise defaced, and that such documents appear to relate to the Trust
Mortgage Loans identified on the Trust Mortgage Loan Schedule.

            (c) The Trustee shall review each of the Mortgage Loan Documents
received after the Closing Date; and, on or about 90 days following the Closing
Date, 180 days following the Closing Date, the first anniversary of the Closing
Date, 180 days following the first anniversary of the Closing Date, 270 days
following the first anniversary of the Closing Date and on the second
anniversary of the Closing Date, the Trustee shall, subject to Sections 2.01 and
2.02(d), certify in writing to each of the Depositor, the Master Servicer, the
Special Servicer and the respective Mortgage Loan Sellers that, as to each Trust
Mortgage Loan listed on the Trust Mortgage Loan Schedule (excluding any Trust
Mortgage Loan as to which a Liquidation Event has occurred or any Trust Mortgage
Loan specifically identified in any exception report annexed thereto as not
being covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage
File" are in its possession, (ii) it has received either a recorded original of
each of the assignments specified in clause (iii) and clause (v) of the
definition of "Mortgage File", or, insofar as an unrecorded original thereof had
been delivered or caused to be delivered by the applicable Mortgage Loan Seller,
a copy of such recorded original certified by the applicable public recording
office to be true and complete, and (iii) all such Mortgage Loan Documents have
been received, have been executed, appear to be what they purport to be, purport
to be recorded or filed (if recordation or filing is specified for such document
in the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents relate to the Trust Mortgage Loans
identified on the Trust Mortgage Loan Schedule. Further, with respect to the
documents described in clause (xi) of the definition of the Mortgage File, the
Trustee may assume, for purposes of the certification delivered pursuant to this
Section 2.02(c), that the related Mortgage File should include one state level
UCC Financing Statement filing in the state of incorporation of the related
Borrower for each Mortgaged Property, or, with respect to any Mortgage Loan that
has two or more Borrowers, one state level UCC Financing Statement filing in the
state of incorporation of each such Borrower. The Trustee shall, upon request,
provide the Master Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC Financing Statements to the extent that
the Trustee receives them from the related recording offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (viii), (x), (xiii), (xiv), (xv), (xvii) and (xix) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, a Mortgage Loan Seller or any other Person other than to the extent
identified on the related Trust Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Trust Mortgage Loans delivered to it to determine that the same
are valid, legal, effective, in recordable form, genuine, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face or (iii) to determine whether any
omnibus assignment specified in clause (vii) of the definition of "Mortgage
File" is effective under applicable law. To the extent the Trustee has actual
knowledge or is notified of any fixture or real property UCC Financing
Statements, the Trustee shall file an assignment to the Trust with respect to
such UCC Financing Statements in the appropriate jurisdiction under the UCC at
the expense of the related Mortgage Loan Seller.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that a Defect exists with respect to any
Mortgage File, the Trustee shall promptly so notify the Depositor, the Master
Servicer, the Special Servicer and the applicable Mortgage Loan Seller (and,
solely with respect to any Mortgage Loan Combination, the related Junior Loan
Holder(s), as applicable), by providing a written report (the "Trustee Exception
Report") setting forth for each affected Trust Mortgage Loan, with
particularity, the nature of such Defect. The Trustee shall not be required to
verify the conformity of any document with the Trust Mortgage Loan Schedule,
except that such documents have been properly executed or received, have been
recorded or filed (if recordation is specified for such document in the
definition of "Mortgage File"), appear to be related to the Trust Mortgage Loans
identified on the Trust Mortgage Loan Schedule, appear to be what they purport
to be, or have not been torn, mutilated or otherwise defaced.

            (f) Upon the second anniversary of the Closing Date, the Trustee
shall deliver a final exception report as to any remaining Defects or required
Mortgage Loan Documents that are not in its possession and that it was required
to review pursuant to Section 2.02(c).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Trust Mortgage Loans by the Mortgage
Loan Sellers for Defects in Mortgage Files and Breaches of Representations and
Warranties

            (a) The Depositor hereby represents, warrants and covenants that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate 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 Original Trust
      Mortgage Loans in accordance with this Agreement; the Depositor has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (ii) 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 against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any 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; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Original Trust
      Mortgage Loans or the ability of the Depositor to carry out the
      transactions contemplated by this Agreement;

            (v) The Depositor's transfer of the Original Trust Mortgage Loans to
      the Trustee as contemplated herein is not subject to any bulk transfer or
      similar law in effect in any applicable jurisdiction;

            (vi) The Depositor is not transferring the Original Trust Mortgage
      Loans to the Trustee with any intent to hinder, delay or defraud its
      present or future creditors;

            (vii) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a), the value of
      the Depositor's assets, either taken at their present fair saleable value
      or at fair valuation, will exceed the amount of the Depositor's debts and
      obligations, including contingent and unliquidated debts and obligations
      of the Depositor, and the Depositor will not be left with unreasonably
      small assets or capital with which to engage in and conduct its business;

            (ix) The Depositor does not intend to, and does not believe that it
      will, incur debts or obligations beyond its ability to pay such debts and
      obligations as they mature;

            (x) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Depositor are pending or contemplated;

            (xi) Immediately prior to the transfer of the Original Trust
      Mortgage Loans to the Trustee for the benefit of the Certificateholders
      pursuant to this Agreement, the Depositor had such right, title and
      interest in and to each Original Trust Mortgage Loan as was transferred to
      it by the related Mortgage Loan Seller pursuant to the related Mortgage
      Loan Purchase Agreement;

            (xii) The Depositor has not transferred any of its right, title and
      interest in and to the Original Trust Mortgage Loans to any Person other
      than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the Original Trust Mortgage Loans to the Trustee for
      the benefit of the Certificateholders free and clear of any and all liens,
      pledges, charges, security interests and other encumbrances created by or
      through the Depositor;

            (xiv) Except for any actions that are the express responsibility of
      another party hereunder or under any Mortgage Loan Purchase Agreement, and
      further except for actions that the Depositor is expressly permitted to
      complete subsequent to the Closing Date, the Depositor has taken all
      actions required under applicable law to effectuate the transfer of all of
      its right, title and interest in and to the Original Trust Mortgage Loans
      by the Depositor to the Trustee; and

            (xv) Following consummation of the conveyance of the Original Trust
      Mortgage Loans by the Depositor to the Trustee, the Depositor shall take
      no action inconsistent with the Trust Fund's ownership of the Original
      Trust Mortgage Loans, and if a third party, including a potential
      purchaser of the Original Trust Mortgage Loans, should inquire, the
      Depositor shall promptly indicate that the Original Trust Mortgage Loans
      have been sold and shall claim no ownership interest therein.

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Administrator discovers or receives
notice of a Defect or a Breach with respect to any Trust Mortgage Loan, it shall
give notice to the Master Servicer, the Special Servicer, the Trustee and the
Certificate Administrator. If the Master Servicer or the Special Servicer
determines that such Defect or Breach materially and adversely affects the value
of any Trust Mortgage Loan or the interests of the Certificateholders therein
(any such Defect or Breach, a "Material Defect" and a "Material Breach",
respectively), it shall give prompt written notice of such Material Defect or
Material Breach to the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the applicable Mortgage Loan
Seller and shall request that such Mortgage Loan Seller, not later than the
earlier of 90 days from the receipt by the applicable Mortgage Loan Seller of
such request (subject to the second succeeding paragraph, the "Initial
Resolution Period"), (i) cure such Material Defect or Material Breach in all
material respects, (ii) repurchase the affected Trust Mortgage Loan at the
applicable Purchase Price in conformity with the related Mortgage Loan Purchase
Agreement, or (iii) substitute a Qualified Substitute Trust Mortgage Loan for
such affected Trust Mortgage Loan (provided that in no event shall such
substitution occur later than the second anniversary of the Closing Date) and
pay to the Master Servicer for deposit into the Collection Account any
Substitution Shortfall Amount in connection therewith in conformity with the
related Mortgage Loan Purchase Agreement; provided, however, that if (i) such
Material Defect or Material Breach is capable of being cured but not within the
Initial Resolution Period, (ii) such Material Defect or Material Breach is not
related to any Trust Mortgage Loan's not being a "qualified mortgage" within the
meaning of the REMIC Provisions, and (iii) the Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect or
Material Breach within the Initial Resolution Period, then the Mortgage Loan
Seller shall have an additional 90 days to cure such Material Defect or Material
Breach (provided that the Mortgage Loan Seller has delivered to the Master
Servicer, the Special Servicer, the Rating Agencies, the Trustee and the
Certificate Administrator an officer's certificate from an officer of the
Mortgage Loan Seller that describes the reasons that the cure was not effected
within the Initial Resolution Period and the actions that it proposes to take to
effect the cure and that states that it anticipates that the cure will be
effected within the additional 90-day period).

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Trust Mortgage Loan
and the value of a Trust Mortgage Loan: (a) the absence from the Mortgage File
of the original signed Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity; (b) the absence from the Mortgage File of the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as recorded or as sent for recordation, together
with a certificate stating that the original signed Mortgage was sent for
recordation, or a copy of the Mortgage and the related recording information;
(c) the absence from the Mortgage File of the item called for by paragraph (ix)
of the definition of Mortgage File; (d) the absence from the Mortgage File of
any intervening assignment required to create an effective assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or as sent for
recordation, together with a certificate stating that the original intervening
assignment was sent for recordation; (e) the absence from the Mortgage File of
any required original Letter of Credit (unless such original has been delivered
to the Master Servicer and a copy thereof is part of the Mortgage File) provided
that such Defect may be cured by the provision of a substitute Letter of Credit
or a cash reserve on behalf of the related Borrower; or (f) the absence from the
Mortgage File of the original or a copy of any required Ground Lease.

            Any Defect or Breach which causes any Trust Mortgage Loan not to be
a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of the
Certificateholders therein and the Initial Resolution Period for the affected
Trust Mortgage Loan shall be 90 days following the earlier of (i) notice to the
related Mortgage Loan Seller of the discovery of such Defect or Breach by any
party to this Agreement and (ii) the related Mortgage Loan Seller's discovery of
such Defect or Breach (which period shall not be subject to extension).

            If any affected Trust Mortgage Loan is to be repurchased by reason
of a Material Breach or a Material Defect with respect thereto, the Master
Servicer shall designate the Collection Account as the account into which funds
in the amount of the Purchase Price are to be deposited by wire transfer.

            If (x) a Trust Mortgage Loan is to be repurchased or substituted for
as contemplated above, (y) such Trust Mortgage Loan is a Crossed Trust Mortgage
Loan and (z) the applicable Defect or Breach does not otherwise constitute a
Material Defect or a Material Breach, as the case may be, as to any related
Crossed Trust Mortgage Loan, then the applicable Defect or Breach shall be
deemed to constitute a Material Defect or a Material Breach as to any related
Crossed Trust Mortgage Loan for purposes of the above provisions, and the
Mortgage Loan Seller shall be required to repurchase or substitute for any
related Crossed Trust Mortgage Loan in accordance with the provisions above
unless the Crossed Trust Mortgage Loan Repurchase Criteria would be satisfied if
the Mortgage Loan Seller were to repurchase or substitute for only the affected
Crossed Trust Mortgage Loans as to which a Material Defect or Material Breach
had occurred without regard to this paragraph, and in the case of either such
repurchase or substitution, all of the other requirements set forth in this
Section 2.03 applicable to a repurchase or substitution, as the case may be,
would be satisfied. In the event that the Crossed Trust Mortgage Loan Repurchase
Criteria would be so satisfied, the Mortgage Loan Seller may elect either to
repurchase or substitute for only the affected Crossed Trust Mortgage Loan as to
which the Material Defect or Material Breach exists or to repurchase or
substitute for the aggregated Crossed Trust Mortgage Loans. The determination of
the Special Servicer as to whether the Crossed Trust Mortgage Loan Repurchase
Criteria have been satisfied shall be conclusive and binding in the absence of
manifest error. In the event that one or more of such other Crossed Trust
Mortgage Loans satisfy the Crossed Trust Mortgage Loan Repurchase Criteria, the
Mortgage Loan Seller may elect either to repurchase or substitute for only the
affected Crossed Trust Mortgage Loan as to which the related Defect or Breach
exists or to repurchase or substitute for all of the Crossed Trust Mortgage
Loans. The Special Servicer will be entitled to cause to be delivered, or direct
the Mortgage Loan Seller to (in which case the Mortgage Loan Seller shall) cause
to be delivered to the Master Servicer, an Appraisal of any or all of the
related Mortgaged Properties for purposes of determining whether clause (ii) of
the definition of Crossed Trust Mortgage Loan Repurchase Criteria has been
satisfied, in each case at the expense of the Mortgage Loan Seller if the scope
and cost of the Appraisal is approved by the Mortgage Loan Seller (such approval
not to be unreasonably withheld).

            With respect to any Crossed Trust Mortgage Loan conveyed hereunder,
to the extent that the Mortgage Loan Seller repurchases an affected Crossed
Trust Mortgage Loan in the manner prescribed above while the Trustee continues
to hold any related Crossed Trust Mortgage Loans, the Mortgage Loan Seller and
the Depositor have agreed in the Mortgage Loan Purchase Agreement to modify,
upon such repurchase or substitution, the related Mortgage Loan Documents in a
manner such that such affected Crossed Trust Mortgage Loan repurchased or
substituted by the related Mortgage Loan Seller, on the one hand, and any
related Crossed Trust Mortgage Loans held by the Trustee, on the other, would no
longer be cross-defaulted or cross-collateralized with one another; provided
that the Mortgage Loan Seller, at its expense, shall have furnished the Trustee
with an Opinion of Counsel that such modification shall not cause an Adverse
REMIC Event; provided, further, that if such Opinion cannot be furnished, the
Mortgage Loan Seller and the Depositor have agreed in the Mortgage Loan Purchase
Agreement that such repurchase or substitution of only the affected Crossed
Trust Mortgage Loan, notwithstanding anything to the contrary herein, shall not
be permitted (in which case, the Mortgage Loan Seller will be obligated to
purchase all Crossed Trust Mortgage Loans). Any reserve or other cash collateral
or Letters of Credit securing the affected Crossed Trust Mortgage Loans shall be
allocated between such Trust Mortgage Loans in accordance with the Mortgage Loan
Documents. All other terms of the Trust Mortgage Loans shall remain in full
force and effect, without any modification thereof (unless otherwise modified in
accordance with Section 3.20 hereof).

            In connection with any repurchase of or substitution for a Trust
Mortgage Loan contemplated by this Section 2.03, the Trustee, the Master
Servicer and the Special Servicer shall each tender to the related Mortgage Loan
Seller (in the event of a repurchase or substitution by a Mortgage Loan Seller)
upon delivery to each of the Trustee, the Master Servicer and the Special
Servicer of a trust receipt executed by such Mortgage Loan Seller; (i) all
portions of the Mortgage File, the Servicing File and other documents pertaining
to such Trust Mortgage Loan possessed by it, and each document that constitutes
a part of the Mortgage File that was endorsed or assigned to the Trustee, shall
be endorsed or assigned, as the case may be, to such Mortgage Loan Seller in the
same manner as provided in Section 7 of the related Mortgage Loan Purchase
Agreement, and (ii) any escrow payments and reserve funds held by it, or on its
behalf, with respect to such repurchased or replaced Trust Mortgage Loan.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Trust Mortgage Loan, the applicable
Mortgage Loan Seller will not be obligated to repurchase or substitute for the
entire Trust Mortgage Loan if the Trust Mortgage Loan may, pursuant to the terms
of the related Mortgage Loan Documents, be severed to allow for the repurchase
of a portion of the Trust Mortgage Loan representing the affected Mortgaged
Property and the Mortgage Loan remaining after such severance satisfies the
requirements, if any, set forth in the Mortgage Loan Documents and (i) the
Mortgage Loan Seller provides an Opinion of Counsel to the effect that such
partial release would not cause an Adverse REMIC Event to occur, (ii) such
Mortgage Loan Seller pays (or causes to be paid) the applicable release price
required under the Mortgage Loan Documents and, to the extent not covered by
such release price, any additional amounts necessary to cover all reasonable
out-of-pocket expenses reasonably incurred by the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Trust Fund and (iii)
such cure by release of such Mortgaged Property is effected within the time
periods specified for cures of Material Breach or Material Defect in this
Section 2.03(b).

            Whenever one or more Replacement Trust Mortgage Loans are
substituted for a Defective Trust Mortgage Loan by a Mortgage Loan Seller, the
Master Servicer shall direct the party effecting the substitution to deliver the
related Mortgage File to the Trustee, to certify that such Replacement Trust
Mortgage Loan satisfies or such Replacement Trust Mortgage Loans satisfy, as the
case may be, all of the requirements of the definition of "Qualified Substitute
Trust Mortgage Loan" and to send such certification to the Trustee. No mortgage
loan may be substituted for a Defective Trust Mortgage Loan, as contemplated by
this Section 2.03, if the Trust Mortgage Loan to be replaced was itself a
Replacement Trust Mortgage Loan, in which case, absent a cure of the relevant
Material Breach or Material Defect in accordance herewith, the affected Trust
Mortgage Loan will be required to be repurchased as contemplated hereby. Monthly
Payments due with respect to each Replacement Trust Mortgage Loan after the
related date of substitution, and Monthly Payments due with respect to each
Trust Mortgage Loan that is being replaced thereby after the related Due Date in
December 2004 and on or prior to the related date of substitution, shall be part
of the Trust Fund. Monthly Payments due with respect to each Replacement Trust
Mortgage Loan on or prior to the related date of substitution, and Monthly
Payments due with respect to each Trust Mortgage Loan that is being replaced
thereby after the related date of substitution, shall not be part of the Trust
Fund and are to be remitted by the Master Servicer to the party effecting the
related substitution promptly following receipt.

            In the case of a Column Trust Mortgage Loan, all references in the
foregoing paragraphs of this Section 2.03(b) to "Mortgage Loan Seller" shall be
deemed to also be references to the Column Performance Guarantor (but only if
and to the extent that the Column Performance Guarantor would, pursuant to the
Column Performance Guarantee, be liable for those obligations of Column as a
Mortgage Loan Seller under the Column Mortgage Loan Purchase Agreement that are
contemplated above in this Section 2.03(b)).

            Section 7 of each of the Mortgage Loan Purchase Agreements and the
Column Performance Guarantee provide the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect or Breach.

            If a Mortgage Loan Seller (and, in the case of a Column Trust
Mortgage Loan, the Column Performance Guarantor) defaults on its obligations to
repurchase any Trust Mortgage Loan as contemplated by Section 2.03(b), the
Trustee shall promptly notify the Certificate Administrator, the
Certificateholders, the Rating Agencies, the Master Servicer and the Special
Servicer of such default. The Trustee shall enforce the obligations of the
Mortgage Loan Sellers under Section 7 of the related Mortgage Loan Purchase
Agreement and the obligations of the Column Performance Guarantor under the
Column Performance Guarantee. Such enforcement, including, without limitation,
the legal prosecution of claims, shall be carried out in such form, to such
extent and at such time as if it were, in its individual capacity, the owner of
the affected Trust Mortgage Loan(s). The Trustee shall be reimbursed for the
reasonable costs of such enforcement: first, from a specific recovery of costs,
expenses or attorneys' fees against the defaulting Mortgage Loan Seller; second,
pursuant to Section 3.05(a)(ix) out of the related Purchase Price, to the extent
that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section
3.05(a)(x) out of general collections on the Trust Mortgage Loans on deposit in
the Collection Account.

            If the applicable Mortgage Loan Seller or the Column Performance
Guarantor incurs any expense in connection with the curing of a Breach which
also constitutes a default under the related Trust Mortgage Loan, such Mortgage
Loan Seller or the Column Performance Guarantor, as the case may be, shall have
a right, and shall be subrogated to the rights of the Trustee, as successor to
the mortgagee, to recover the amount of such expenses from the related Borrower;
provided, however, that such Mortgage Loan Seller's or the Column Performance
Guarantor's rights pursuant to this paragraph shall be junior, subject and
subordinate to the rights of the Trust Fund to recover amounts owed by the
related Borrower under the terms of such Trust Mortgage Loan, including the
rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate and unpaid or unreimbursed expenses of the Trust Fund
allocable to such Trust Mortgage Loan; and provided, further, that in the event
and to the extent that such expenses of such Mortgage Loan Seller or the Column
Performance Guarantor, as the case may be, in connection with any Trust Mortgage
Loan exceed five percent of the then outstanding principal balance of such Trust
Mortgage Loan, then such Mortgage Loan Seller's or the Column Performance
Guarantor's rights to reimbursement pursuant to this paragraph with respect to
such Trust Mortgage Loan and such excess expenses shall not (without the prior
written consent of the Master Servicer or the Special Servicer, as applicable,
which shall not be unreasonably withheld or delayed) be exercised until the
payment in full of such Trust Mortgage Loan (as such Trust Mortgage Loan may be
amended or modified pursuant to the terms of this Agreement). Notwithstanding
any other provision of this Agreement to the contrary, the Master Servicer shall
not have any obligation pursuant to this Agreement to collect such reimbursable
amounts on behalf of such Mortgage Loan Seller or the Column Performance
Guarantor, as the case may be; provided, however, that the preceding clause
shall not operate to prevent the Master Servicer from using reasonable efforts,
exercised in the Master Servicer's sole discretion, to collect such amounts to
the extent consistent with the Servicing Standard. A Mortgage Loan Seller or the
Column Performance Guarantor may pursue its rights to reimbursement of such
expenses directly against the Borrower, by suit or otherwise; provided that (i)
the Master Servicer or, with respect to a Specially Serviced Trust Mortgage
Loan, the Special Servicer determines in the exercise of its sole discretion
consistent with the Servicing Standard that such actions by the Mortgage Loan
Seller or the Column Performance Guarantor, as the case may be, will not impair
the Master Servicer's and/or the Special Servicer's collection or recovery of
principal, interest and other sums due with respect to the related Mortgage Loan
which would otherwise be payable to the Master Servicer, the Special Servicer,
the Trustee, the Certificateholders and any related Junior Loan Holder(s)
pursuant to the terms of this Agreement, (ii) such actions will not include an
involuntary bankruptcy, receivership or insolvency proceeding against the
Borrower, (iii) such actions will not include the foreclosure or enforcement of
any lien or security interest under the related Mortgage or other Mortgage Loan
Documents and (iv) such actions will not result in the imposition of an
additional lien against the Mortgaged Property.

            Section 2.04 Issuance of Uncertificated REMIC I Interests; Execution
of Certificates

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Trust Mortgage Loans and the delivery of the
Mortgage Files and fully executed original counterparts of the Mortgage Loan
Purchase Agreements, together with the assignment to it of all other assets
included in the Trust Fund. Concurrently with such assignment and delivery, the
Trustee (i) hereby declares that it holds the Trust Mortgage Loans, exclusive of
Excess Interest thereon, on behalf of REMIC I and the Holders of the
Certificates, (ii) acknowledges the issuance of the Uncertificated REMIC I
Interests and, pursuant to the written request of the Depositor executed by an
officer of the Depositor acknowledges that it has caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor the
Class LR Certificates, in exchange for the Trust Mortgage Loans, exclusive of
Excess Interest thereon, receipt of which is hereby acknowledged, and (iii)
pursuant to the written request of the Depositor executed by an officer of the
Depositor, acknowledges that (A) it has executed and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Uncertificated REMIC I Interests, the Regular Certificates and
the Class R Certificates and (B) it has executed and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Excess Interest, the Class V Certificates, and the Depositor
hereby acknowledges the receipt by it or its designees, of all such
Certificates.

            Section 2.05 Acceptance of Grantor Trusts; Issuance of the Class V
Certificates

            It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Excess Interest received on the ARD
Trust Mortgage Loans (and any successor REO Trust Mortgage Loans with respect
thereto) constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust V".
The Trustee, by its execution and delivery hereof, acknowledges the assignment
to it of the assets of Grantor Trust V and declares that it holds and will hold
such assets in trust for the exclusive use and benefit of all present and future
Holders of the Class V Certificates. Concurrently with the assignment to it of
the assets included in Grantor Trust V, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, to or upon the order of
the Depositor, the Class V Certificates in authorized denominations evidencing
the entire beneficial ownership of Grantor Trust V. The rights of the Holders of
the Class V Certificates to receive distributions from the proceeds of Grantor
Trust V, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.


                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Mortgage Loans

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans (and, with respect to the Special
Servicer, any REO Properties) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders or, in the case of a Mortgage Loan
Combination, in the best interests and for the benefit of the Certificateholders
and the related B Loan Holder (as a collective whole) (as determined by the
Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement, the
terms of the respective Mortgage Loans and any and all applicable intercreditor,
co-lender and similar agreements and, to the extent consistent with the
foregoing, further as follows (the "Servicing Standard")--

            (i) (A) in the same manner in which, and with the same care, skill,
      prudence and diligence with which the 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 loan servicers servicing mortgage
      loans for third parties, and (B) with the same care, skill, prudence and
      diligence with which the Master Servicer or the Special Servicer, as the
      case may be, services and administers commercial and multifamily mortgage
      loans owned by the Master Servicer or the Special Servicer, as the case
      may be, whichever standard is higher;

            (ii) with a view to the timely recovery of all scheduled payments of
      principal and interest under the subject Mortgage Loans, the full
      collection of all Yield Maintenance Charges that may become payable under
      the subject Mortgage Loans and, in the case of the Special Servicer, if a
      Mortgage Loan comes into and continues in default and if, in the good
      faith and reasonable judgment of the Special Servicer, no satisfactory
      arrangements can be made for the collection of the delinquent payments,
      the maximization of the recovery on such Mortgage Loan to the
      Certificateholders (as a collective whole) (or, in the case of a Mortgage
      Loan Combination, to the Certificateholders and the related B Loan Holder
      (as a collective whole)) on a present value basis (the relevant
      discounting of anticipated collections that will be distributable to
      Certificateholders and/or a B Loan Holder to be performed at the related
      Mortgage Rate); and

            (iii) without regard to--

                  (A) any relationship that the Master Servicer or the Special
            Servicer, as the case may be, or any Affiliate thereof may have with
            the related Borrower, a Mortgage Loan Seller or any other party to
            the Pooling and Servicing Agreement,

                  (B) the ownership of any Certificate or any interest in a B
            Loan by the Master Servicer or the Special Servicer, as the case may
            be, or by any Affiliate thereof,

                  (C) the Master Servicer's obligation to make Advances,

                  (D) the Special Servicer's obligation to request that the
            Master Servicer make Servicing Advances,

                  (E) the right of the Master Servicer (or any Affiliate
            thereof) or the Special Servicer (or any Affiliate thereof), as the
            case may be, to receive reimbursement of costs, or the sufficiency
            of any compensation payable to it, or with respect to any particular
            transaction,

                  (F) the ownership, servicing or management for itself or
            others of any other mortgage loans or mortgaged properties by the
            Master Servicer or Special Servicer or any Affiliate of the Master
            Servicer or Special Servicer, as applicable,

                  (G) any obligation of the Master Servicer or any of its
            Affiliates (in the capacity as a Mortgage Loan Seller) to cure a
            breach of a representation or warranty or repurchase any Trust
            Mortgage Loan, or

                  (H) any debt that the Master Servicer or Special Servicer or
            any Affiliate of the Master Servicer or Special Servicer, as
            applicable, has extended to any Borrower or any Affiliates of any
            Borrower.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Trust Mortgage
Loans as to which a Servicing Transfer Event has occurred and is continuing (the
"Specially Serviced Trust Mortgage Loans"), together with any related B Loans
that are being serviced hereunder (collectively with the Specially Serviced
Trust Mortgage Loans, the "Specially Serviced Mortgage Loans"), and (ii) any REO
Properties. Notwithstanding the foregoing, the Master Servicer shall continue to
make all calculations, and prepare, and deliver to the Certificate
Administrator, all reports required to be prepared by the Master Servicer
hereunder with respect to the Specially Serviced Trust Mortgage Loans as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Trust Mortgage Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to the Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for
herein; provided, however, that the Master Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a
failure of the Special Servicer to provide sufficient information to the Master
Servicer to comply with such duties or a failure of the Special Servicer to
prepare and deliver to the Master Servicer reports required hereunder to be
delivered by the Special Servicer to the Master Servicer. Each Trust Mortgage
Loan that becomes a Specially Serviced Trust Mortgage Loan shall continue as
such until all Servicing Transfer Events have ceased to exist with respect to
such Trust Mortgage Loan as described in the definition of "Servicing Transfer
Event". A B Loan shall cease to be a Specially Serviced Mortgage Loan at such
time as the related Trust Mortgage Loan ceases to be a Specially Serviced Trust
Mortgage Loan as described in the definition of "Servicing Transfer Event".
Without limiting the foregoing, subject to Section 3.21, the Master Servicer
shall be obligated to service and administer all Mortgage Loans which are not
Specially Serviced Mortgage Loans; provided, however, that the Special Servicer
shall have the exclusive right to approve any draw down of funds under any
Letter of Credit provided by the related Borrower with respect to any Trust
Mortgage Loan, and to approve any modification, amendment, alteration or renewal
of such Letter of Credit, it being agreed, however, that the Master Servicer
shall provide the Special Servicer with notice of any communication with respect
to a Borrower's inability to renew any such Letter of Credit.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Mortgage Loans, the Master Servicer and, with
respect to the Specially Serviced Mortgage Loans and REO Mortgage Loans, the
Special Servicer each shall have full power and authority, acting alone, to do
or cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Master Servicer and Special Servicer, each in
its own name, is hereby authorized and empowered by the Trustee and obligated to
execute and deliver, on behalf of the Certificateholders, any affected B Loan
Holder and the Trustee or any of them, with respect to each Mortgage Loan it is
obligated to service under this Agreement, any and all financing statements,
continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
subject to Section 3.20, any and all modifications, waivers, amendments or
consents to or with respect to any documents contained in the related Mortgage
File; and any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments. Subject to
Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master
Servicer and Special Servicer any limited powers of attorney and other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer,
as the case may be, to carry out its servicing and administrative duties
hereunder; provided, however, that the Trustee shall not be held liable for any
negligence with respect to, or misuse of, any such power of attorney by the
Master Servicer or Special Servicer.

            (c) The relationship of the Master Servicer and Special Servicer to
the Trustee under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or, except as
specifically set forth herein, agent.

            (d) In the event that there shall occur a CBA A/B Material Default
with respect to any CBA A/B Mortgage Loan Combination, and for so long as such
CBA A/B Material Default shall be continuing, the Master Servicer and/or the
Special Servicer, as applicable, shall be obligated to service, subject to the
terms and conditions of the related CBA A/B Intercreditor Agreement, the related
CBA B Loan on behalf of the related B Loan Holder, and all references herein to
"Mortgage Loan" (and, if the related CBA A Loan is a Specially Serviced Trust
Mortgage Loan, all references herein to "Specially Serviced Mortgage Loan")
shall include a CBA B Loan that is being serviced under this Agreement.

            (e) Pursuant to the related Intercreditor Agreement, each Junior
Loan Holder has agreed that the Master Servicer and the Special Servicer are
authorized and obligated to service and administer the subject Junior Loan
pursuant to this Agreement. Subject to the consultation and approval rights of
the Series 2004-C5 Directing Certificateholder under this Agreement, the Master
Servicer (or the Special Servicer if required or permitted pursuant to, and in
accordance with, the terms of this Agreement) shall be entitled, during any
period when any Junior Loan that is being serviced under this Agreement does not
constitute a Specially Serviced Mortgage Loan, to exercise the rights and powers
granted under the corresponding Intercreditor Agreement(s) to the holder of the
applicable Trust Mortgage Loan or to any servicer appointed thereby or acting on
its behalf, subject to the limitations of such Intercreditor Agreement and to
the rights and powers of the related Junior Loan Holder(s), if any, under such
Intercreditor Agreement.

            Section 3.02 Collection of Mortgage Loan Payments

            (a) The Master Servicer and Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without
limitation, the Servicing Standard). Consistent with the foregoing, the Master
Servicer or Special Servicer may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan it is obligated to
service hereunder.

            (b) If the Master Servicer or Special Servicer receives, or receives
notice from the related Borrower that it will be receiving, Excess Interest on
any ARD Trust Mortgage Loan in any Collection Period, the Master Servicer or
Special Servicer, as applicable, shall, to the extent Excess Interest is not
otherwise reported on the CMSA Loan Periodic Update File, promptly notify the
Certificate Administrator in writing.

            (c) The Master Servicer shall not accept a Principal Prepayment of
any Trust Mortgage Loan by the related Borrower on any date other than a Due
Date if accepting such payment would cause a Prepayment Interest Shortfall,
unless the Borrower is permitted to make such prepayment pursuant to the terms
of the related Mortgage Loan Documents. If the Master Servicer accepts a
Principal Prepayment of any Trust Mortgage Loan by the Borrower on any date
other than a Due Date which causes a Prepayment Interest Shortfall (unless such
Principal Prepayment is in respect of (i) a Specially Serviced Trust Mortgage
Loan (provided the Special Servicer consents to such prepayment), (ii) a payment
of Insurance and Condemnation Proceeds, (iii) a payment subsequent to a default
under the related Mortgage Loan Documents (provided the Master Servicer
reasonably believes that acceptance of such payment is consistent with the
Servicing Standard and the Master Servicer has obtained the consent of the
Special Servicer which shall not be unreasonably withheld or delayed and in any
event shall be deemed granted if not denied within five Business Days), (iv) a
payment pursuant to applicable law or court order, (v) a payment the related
Borrower is permitted to make under the terms of the related Mortgage Loan
Documents (without any discretion on the part of the lender) or (vi) a payment
accepted by the Master Servicer at the request of or with the consent of the
Series 2004-C5 Directing Certificateholder), the Master Servicer shall remit to
the Certificate Administrator on or before 1:00 p.m., New York City time, on the
related Master Servicer Remittance Date for deposit in the Distribution Account,
immediately available funds in an amount equal to any Prepayment Interest
Shortfall resulting from such Principal Prepayment (which remittance shall fully
cure any breach under this Section 3.02(c)).

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts

            (a) The Master Servicer shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Mortgage Loan Documents. Each Servicing Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard and to the extent not
inconsistent with the terms of the Mortgage Loans, in an Eligible Account. Funds
on deposit in the Servicing Accounts may be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As and to the extent consistent
with the Servicing Standard, applicable law and the related Mortgage Loan
Documents, the Master Servicer may make withdrawals from the Servicing Accounts
maintained by it, and may apply Escrow Payments held therein with respect to any
Mortgage Loan (together with interest earned thereon), only as follows: (i) to
effect the payment of real estate taxes, assessments, insurance premiums
(including, premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the related Mortgaged Property;
(ii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as
applicable, for any unreimbursed Servicing Advances made thereby (together with
Advance Interest accrued thereon) with respect to such Mortgage Loan to cover
any of the items described in the immediately preceding clause (i); (iii) to
refund to the related Borrower any sums as may be determined to be overages;
(iv) to pay interest or other income, if required and as described below, to the
related Borrower on balances in the Servicing Account (or, if and to the extent
not payable to the related Borrower, to pay such interest or other income (up to
the amount of any Net Investment Earnings in respect of such Servicing Account
for each Collection Period) to such Master Servicer); (v) after an event of
default, to pay the principal of, accrued interest on and any other amounts
payable with respect to such Mortgage Loan; or (vi) to clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. The Master Servicer shall pay or cause to be paid to the related
Borrowers interest and other income, if any, earned on the investment of funds
in Servicing Accounts maintained thereby, if and to the extent required by law
or the terms of the related Mortgage Loan Documents. If the Master Servicer
shall deposit in a Servicing Account maintained by it any amount not required to
be deposited therein, it may at any time withdraw such amount from such
Servicing Account, any provision herein to the contrary notwithstanding.
Promptly after any Escrow Payments are received by the Special Servicer from any
Borrower, and in any event within two Business Days after any such receipt, the
Special Servicer shall remit such Escrow Payments to the applicable Master
Servicer for deposit in the applicable Servicing Account(s).

            (b) The Special Servicer, in the case of REO Properties, and the
Master Servicer, in the case of all Mortgage Loans, shall maintain accurate
records with respect to each related REO Property or Mortgaged Property, as
applicable, reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon (including related penalty
or interest charges) and the status of Insurance Policy premiums and any ground
rents payable in respect thereof and the status of any Letters of Credit. The
Special Servicer, in the case of REO Properties, and the Master Servicer, in the
case of all Mortgage Loans, shall obtain all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof from the REO
Account or the Servicing Accounts, as applicable, and, if such amounts are
insufficient to pay such items in full, the Master Servicer shall (subject to
Section 3.04(c)) make a Servicing Advance prior to the applicable penalty or
termination date, as allowed under the terms of the related Mortgage Loan and,
in any event, consistent with the Servicing Standard. Notwithstanding anything
to the contrary in the preceding sentence, with respect to Mortgage Loans that
do not provide for escrows for the payment of taxes and assessments, the Master
Servicer shall (subject to Section 3.04(c)) make a Servicing Advance for the
payment of such items upon the earlier of (i) five Business Days after the
Master Servicer has received confirmation that such item has not been paid and
(ii) the earlier of (A) 30 days after the date such payments first become due
and (B) if applicable, five Business Days before the scheduled date of
foreclosure of any lien arising from nonpayment of such items. In no event shall
the Master Servicer or Special Servicer be required to make any such Servicing
Advance that would, if made, be a Nonrecoverable Servicing Advance. To the
extent that a Mortgage Loan does not require a Borrower to escrow for the
payment of real estate taxes, assessments, Insurance Policy premiums, ground
rents (if applicable) and similar items, the Master Servicer and Special
Servicer, as applicable, shall use reasonable efforts consistent with the
Servicing Standard to require that payments in respect of such items be made by
the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Mortgage
Loans and REO Properties, the Master Servicer shall make a Servicing Advance
with respect to each related Mortgaged Property and each REO Property of all
such funds as are necessary for the purpose of effecting the payment of (without
duplication) (i) ground rents (if applicable), (ii) premiums on Insurance
Policies, (iii) operating, leasing, managing and liquidation expenses for REO
Properties, (iv) environmental inspections, (v) real estate taxes, assessments
and other similar items that are or may become a lien thereon and (vi) any other
amount specifically required to be paid as a Servicing Advance hereunder, if and
to the extent monies in the Servicing Accounts are insufficient to pay such item
when due and the related Borrower has failed to pay such item on a timely basis;
provided that the Master Servicer shall not be required to make any such advance
that would, if made, constitute a Nonrecoverable Servicing Advance.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than five Business Days' written notice before the date on which the
Master Servicer is required to make any Servicing Advance with respect to any
Mortgage Loan that the Special Servicer is required to service or any REO
Property; provided, however, that only two Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis (the Special Servicer to identify any such urgent or emergency
basis to the Master Servicer at the time it notifies the Master Servicer of the
need to make the Advance); and provided, further, that the Special Servicer
shall not be entitled to make such a request (other than for Servicing Advances
required to be made on an urgent or emergency basis) more frequently than once
per calendar month (although such request may relate to more than one Servicing
Advance). The Master Servicer may pay the aggregate amount of such Servicing
Advances listed on a monthly request to the Special Servicer, in which case the
Special Servicer shall remit such Servicing Advances to the ultimate payees. In
addition, the Special Servicer shall provide the Master Servicer and the Trustee
with such information in its possession as the Master Servicer or the Trustee,
as applicable, may reasonably request to enable the Master Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be
a determination by the Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Servicing Advance, and the Master Servicer shall be
entitled to conclusively rely on such determination; provided that such
determination shall not be binding upon the Master Servicer. On the fourth
Business Day before each Distribution Date, the Special Servicer shall report to
the Master Servicer the Special Servicer's determination as to whether any
Servicing Advance previously made with respect to a Specially Serviced Mortgage
Loan or REO Property is a Nonrecoverable Servicing Advance. The Master Servicer
shall be entitled to conclusively rely on such a determination; provided that
such determination shall be binding upon the Master Servicer if the Special
Servicer determines that such Servicing Advance is a Nonrecoverable Servicing
Advance. The Master Servicer shall not be responsible for any delay on the part
of the Special Servicer to notify the Master Servicer of any required Servicing
Advance with respect to a Specially Serviced Mortgage Loan or REO Property.

            Notwithstanding anything to the contrary set forth herein, the
Master Servicer may (or, at the direction of the Special Servicer, upon not less
than five Business Days' (or, if payment is required to be made on an urgent or
emergency basis as indicated by the Special Servicer, two Business Days') prior
written notice if a Specially Serviced Mortgage Loan or REO Property is
involved, shall) pay directly out of the Collection Account any servicing
expense that, if paid by the Master Servicer or the Special Servicer, would
constitute a Nonrecoverable Servicing Advance; provided that such payment shall
be made only if the Master Servicer (or the Special Servicer, if a Specially
Serviced Mortgage Loan or REO Property is involved) has determined in accordance
with the Servicing Standard that making such payment is in the best interests of
the Certificateholders (or, in the case of a Mortgage Loan Combination, the
Certificateholders and the related B Loan Holder) (as a collective whole), as
evidenced by an Officer's Certificate promptly delivered by the Master Servicer
or the Special Servicer, as applicable, to the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer, as applicable, the
Depositor, each Rating Agency, the Series 2004-C5 Directing Certificateholder,
any Requesting Subordinate Certificateholder and any affected B Loan Holder,
setting forth the basis for such determination and accompanied by any
information that the Master Servicer or the Special Servicer may have obtained
that supports such determination; and provided, further, that, if a Mortgage
Loan Combination is involved, and if and to the extent that funds are available
in the related Mortgage Loan Combination Custodial Account, such payment shall
be made from such related Mortgage Loan Combination Custodial Account.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Sections 3.04 and 3.05. No costs incurred by the
Master Servicer or Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the
Mortgaged Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Trust Mortgage Loans, notwithstanding that the terms of such Trust Mortgage
Loans so permit.

            If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but it does not do so when such Advance
is required to be made, the Trustee shall, if it has actual knowledge of such
failure on the part of the Master Servicer, give written notice of such failure
to the Master Servicer. If such Servicing Advance is not made by the Master
Servicer within three Business Days after such notice is given to the Master
Servicer, then (subject to Section 7.05) the Trustee shall, within one Business
Day thereafter, make such Servicing Advance.

            (d) In connection with its recovery of any Servicing Advance out of
the Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a), from
a Mortgage Loan Combination Custodial Account pursuant to Section 3.04 or from a
Servicing Account pursuant to Section 3.03(a)(ii), the Master Servicer, the
Special Servicer and the Trustee shall each be entitled to receive, first out of
any Penalty Charges with respect to the related Mortgage Loan or REO Mortgage
Loan, and then out of any other amounts then on deposit in the Collection
Account, interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from and including the date made to, but
not including, the date of reimbursement; provided that any such interest with
respect to any Servicing Advances made or deemed made with respect to any
related B Loan or any successor REO B Loan with respect thereto that is not so
payable out of related Penalty Charges, shall be payable, after such Servicing
Advance is reimbursed, out of any other collections on such Mortgage Loan or REO
Mortgage Loan, as the case may be, on deposit in the Mortgage Loan Combination
Custodial Account (but in no event out of the Trust Fund) (except that this
provision is in no way intended to limit any rights that the Master Servicer,
the Special Servicer or the Trustee may have to receive payment for such
interest on such Servicing Advances from the related B Loan Holder under the
related Intercreditor Agreement); and provided, further, that any such interest
earned on any Servicing Advances made with respect to either Mortgage Loan of a
Mortgage Loan Combination or with respect to any REO Property related to a
Mortgage Loan Combination shall be payable out of the related Mortgage Loan
Combination Custodial Account, to the maximum extent permitted by the related
Intercreditor Agreement, before being paid out of general collections on the
Mortgage Pool on deposit in the Collection Account; and provided, further, that
the Master Servicer shall not be entitled to interest on any Servicing Advance
made thereby to the extent a payment that may be applied to reimburse such
Servicing advance is received but is being held by or on behalf of the Master
Servicer in suspense. The Master Servicer shall reimburse itself, the Special
Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance made by the Master Servicer, the Special Servicer or the Trustee as soon
as practically possible after funds available for such purpose are deposited in
the Collection Account or, if applicable, the related Mortgage Loan Combination
Custodial Account; provided that, upon a determination that a previously made
Servicing Advance is a Nonrecoverable Servicing Advance with respect to any
Trust Mortgage Loan or REO Trust Mortgage Loan the Master Servicer may reimburse
itself, the Special Servicer or the Trustee, as applicable, immediately from
general collections in the Collection Account. Notwithstanding the foregoing,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool immediately, the Master Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12
months), with interest thereon at the Reimbursement Rate (except that at any
time after such a determination to obtain reimbursement over time in accordance
with this proviso, the Master Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion, decide to obtain reimbursement from
general collections on the Mortgage Pool immediately). The fact that a decision
to recover any Nonrecoverable Servicing Advance over time, or not to do so,
benefits some Classes of Certificateholders to the detriment of other Classes
shall not constitute a violation of the Servicing Standard by the Master
Servicer or the Special Servicer or a breach of any fiduciary duty owed to the
Certificateholders by the Trustee, or a breach of any other contractual
obligation owed to the Certificateholders by any party to this Agreement.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Trust Mortgage Loan, the
Master Servicer or, with respect to Specially Serviced Trust Mortgage Loans, the
Special Servicer shall request from the Borrower written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of
which such plan is required to be established or completed. To the extent any
repairs, capital improvements, actions or remediations are required to have been
taken or completed pursuant to the terms of the Trust Mortgage Loan, the Master
Servicer or, with respect to Specially Serviced Trust Mortgage Loans, the
Special Servicer shall request from the Borrower written confirmation of such
actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which such action or remediations are required to be or
to have been taken or completed. To the extent a Borrower fails to promptly
respond to any inquiry described in this Section 3.03(e), the Master Servicer
(with respect to Trust Mortgage Loans that are not Specially Serviced Trust
Mortgage Loans) shall determine whether the related Borrower has failed to
perform its obligations under the subject Trust Mortgage Loan and report any
such failure to the Special Servicer within a reasonable time after the date as
of which such operations and maintenance plan is required to be established or
executed or the date as of which such actions or remediations are required to be
or to have been taken or completed.

            Section 3.04 The Collection Account, Distribution Account, Excess
Interest Distribution Account, Excess Liquidation Proceeds Account and Mortgage
Loan Combination Custodial Accounts

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, the Collection Account, into which the Master
Servicer shall deposit or cause to be deposited on a daily basis (and, subject
to Section 3.04(e), in no event later than the Business Day following receipt of
available funds), except as otherwise specifically provided herein, the
following payments and collections received after the Cut-off Date (other than
payments of principal and interest on the Trust Mortgage Loans due and payable
on or before the Cut-off Date, and other than payments deposited into the
Mortgage Loan Combination Custodial Account pursuant to Section 3.04(e)) and
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments (from whatever source) on account of principal,
      including Principal Prepayments, on the Trust Mortgage Loans (including
      from a debt service reserve account or any party exercising cure rights);
      and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges,
      Static Prepayment Premiums and late payment charges on the Trust Mortgage
      Loans (including from a debt service reserve account or any party
      exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Trust Mortgage Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      or the Excess Interest Distribution Account) together with any amounts
      representing recoveries of Workout-Delayed Reimbursement Amounts or
      Nonrecoverable Advances in respect of the related Trust Mortgage Loans;
      and

            (iv) any amounts required to be transferred to the Collection
      Account from the REO Account pursuant to Section 3.16(c) or from a
      Mortgage Loan Combination Custodial Account pursuant to Section 3.04(e);
      and

            (v) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in the Collection Account; and

            (vi) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy or master
      single interest policy; and

            (vii) any amounts paid by any Junior Loan Holder or Mezzanine Loan
      Holder in respect of the related A Loan in connection with any cure or
      purchase option exercised pursuant to the terms of the related
      Intercreditor Agreement, or paid or reimbursed from the related Mortgage
      Loan Combination Custodial Account or by such Junior Loan Holder pursuant
      to Section 3.05.

            The foregoing requirements for deposit by the Master Servicer in the
Collection Account shall be exclusive, it being understood and agreed that
actual payments from Borrowers in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that the Master Servicer or the Special Servicer is entitled to
retain as additional servicing compensation pursuant to Section 3.11 need not be
deposited by the Master Servicer in the Collection Account. If the Master
Servicer shall deposit in the Collection Account any amount not required to be
deposited therein, then (notwithstanding anything herein to the contrary) it may
at any time withdraw such amount from the Collection Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iii) of the second preceding paragraph with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall remit such
amounts to the Master Servicer for deposit into the Collection Account in
accordance with the second preceding paragraph (or, if such Specially Serviced
Trust Mortgage Loan is part of a Mortgage Loan Combination, into the related
Mortgage Loan Combination Custodial Account in accordance with Section 3.04(e)).
Any amounts received by the Special Servicer with respect to an REO Property
shall be deposited into the REO Account and remitted to the Master Servicer for
deposit into the Collection Account (or, if such REO Property relates to a
Mortgage Loan Combination, into the related Mortgage Loan Combination Custodial
Account) pursuant to Section 3.16(c).

            (b) The Certificate Administrator shall establish and maintain the
Distribution Account in trust for the benefit of the Certificateholders. The
Certificate Administrator shall make deposits in and withdrawals from the
Distribution Account in accordance with the terms of this Agreement. The Master
Servicer shall deliver to the Certificate Administrator each month on or before
1:00 p.m., New York City time, on the Master Servicer Remittance Date, for
deposit in the Distribution Account, that portion of the Available Distribution
Amount (calculated without regard to clauses (a)(iv), (a)(vii), (d), (e), (f)
and (g) of the definition thereof) for the related Distribution Date then on
deposit in the Collection Account maintained by the Master Servicer.

            Subject to Section 3.05, the Master Servicer (or, in the case of
clause (iv) below, the Master Servicer or the Special Servicer, as applicable),
shall, as and when required hereunder, deliver to the Certificate Administrator
for deposit in the Distribution Account:

            (i) any P&I Advances required to be made by the Master Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to the Master
      Servicer's obligations hereunder, Section 7.05) with respect to the
      Mortgage Pool;

            (ii) any Liquidation Proceeds paid by the Master Servicer in
      connection with the purchase of all of the Trust Mortgage Loans and the
      Trust's interest in any REO Properties in the Trust Fund pursuant to
      Section 9.01 (exclusive of that portion thereof required to be deposited
      in the Collection Account or the Excess Interest Distribution Account, or
      remitted to a B Loan Holder, pursuant to Section 9.01);

            (iii) any Yield Maintenance Charges on the Trust Mortgage Loans and
      REO Trust Mortgage Loans;

            (iv) any payments required to be made by the Master Servicer
      pursuant to Section 3.02(c); and

            (v) any other amounts required to be so delivered by the Master
      Servicer for deposit in the Distribution Account pursuant to any provision
      of this Agreement.

            The Certificate Administrator shall, upon receipt, deposit in the
Distribution Account any and all amounts received by the Certificate
Administrator that are required by the terms of this Agreement to be deposited
therein (including the withdrawal amount from the Interest Reserve Account
pursuant to Section 3.28(b) and such amount from the Excess Liquidation Proceeds
Account as required pursuant to Section 3.04(d)) and any amounts required to be
deposited by the Certificate Administrator pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Distribution Account.

            (c) Prior to the Master Servicer Remittance Date relating to any
Collection Period in which Excess Interest is received on any ARD Trust Mortgage
Loan, the Certificate Administrator shall establish and maintain the Excess
Interest Distribution Account in the name of the Certificate Administrator on
behalf of the Trustee for the benefit of the Holders of the Class V
Certificates. The Excess Interest Distribution Account shall be established and
maintained as an Eligible Account or, subject to Section 3.04(h), a subaccount
of an Eligible Account. On or before each Master Servicer Remittance Date, the
Master Servicer shall remit to the Certificate Administrator for deposit in the
Excess Interest Distribution Account an amount equal to the Excess Interest
received on the respective ARD Trust Mortgage Loans (or any successor REO Trust
Mortgage Loans with respect thereto) during the related Collection Period. On
each Distribution Date, the Certificate Administrator shall withdraw the Excess
Interest on deposit therein from the Excess Interest Distribution Account for
distribution pursuant to Section 4.01(e). On each Distribution Date, the
Certificate Administrator shall deposit any Net Investment Loss into the Excess
Interest Distribution Account and shall be permitted to withdraw any Net
Investment Earnings from the Excess Interest Distribution Account. Following the
distribution of Excess Interest to Holders of the Class V Certificates on the
first Distribution Date after which no ARD Trust Mortgage Loan and no successor
REO Trust Mortgage Loan with respect to an ARD Trust Mortgage Loan remains part
of the Mortgage Pool, the Certificate Administrator shall terminate the Excess
Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain one or more accounts (collectively,
the "Excess Liquidation Proceeds Account") to be held in trust for the benefit
of the Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account and, subject to Section 3.04(h),
may be a sub-account of the same Eligible Account as the Distribution Account.
By 1:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall withdraw from the Collection Account and remit to the
Certificate Administrator 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 Master Servicer Remittance
Date. If any Excess Liquidation Proceeds received by the Master Servicer during
any Collection Period relate to any Junior Loan, such amount shall be deposited
in the applicable Mortgage Loan Combination Custodial Account.

            On the Business Day prior to each Distribution Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Account and
deposit in the Distribution Account, for distribution on such Distribution Date,
an amount equal to the lesser of (i) the entire amount, if any, then on deposit
in the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Certificates on such
Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Distribution
Account); 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 Distribution Account, for distribution on
such Distribution Date, any and all amounts then on deposit in the Excess
Liquidation Proceeds Account. On the Business Day prior to each Distribution
Date, the Certificate Administrator shall deposit any Net Investment Loss into
the Excess Liquidation Proceeds Account and shall be permitted to withdraw any
Net Investment Earnings from the Excess Liquidation Proceeds Account.

            (e) With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, and with respect to
each Eastgate Mall Junior Loan and the FedEx-Midway B Loan from and after the
Closing Date, the Master Servicer shall establish and maintain, or cause to be
established and maintained, a Mortgage Loan Combination Custodial Account, into
which the Master Servicer shall promptly deposit or cause to be deposited (in no
event later than the Business Day following the receipt of available funds) (or
shall transfer from collections with respect to the related Mortgage Loan
Combination on deposit in the Collection Account maintained by the Master
Servicer if any such amounts were deposited in such account in error), except as
otherwise specifically provided herein, the following payments and collections
on the applicable Mortgage Loan Combination received after the Cut-off Date
(other than payments of principal and interest due and payable on or before the
Cut-off Date) and the following payments and collections (other than Principal
Prepayments) received on the applicable Mortgage Loan Combination by the Master
Servicer on or prior to the Cut-off Date but allocable to a period subsequent
thereto:

            (i) all payments or transfers (from whatever source) on account of
      principal, including Principal Prepayments, on such Mortgage Loan
      Combination (including from a debt service reserve account or any party
      exercising cure rights); and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges
      and late payment charges on such Mortgage Loan Combination (including from
      a debt service reserve account or any party exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds received in respect of
      such Mortgage Loan Combination; and

            (iv) all Liquidation Proceeds of the type described in clauses (i)
      and (ii) of the definition of Liquidation Proceeds; and

            (v) any amounts required to be transferred to such Mortgage Loan
      Combination Custodial Account from the REO Account pursuant to Section
      3.16(c);

            (vi) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Mortgage Loan Combination
      Custodial Account; and

            (vii) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      on such Mortgage Loan Combination resulting from a deductible clause in a
      blanket hazard policy or master single interest policy; and

            (viii) any amounts paid by the holder of any A Loan or any Mezzanine
      Loan Holder in connection with any purchase option exercised pursuant to
      the terms of the related Intercreditor Agreement, that are distributable
      to the related Junior Loan Holder.

            The foregoing requirements for deposit by the Master Servicer in a
Mortgage Loan Combination Custodial Account shall be exclusive, it being
understood and agreed that actual payments from a Borrower in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the Master Servicer or the
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by the Master Servicer in such
Mortgage Loan Combination Custodial Account. If the Master Servicer shall
deposit in any Mortgage Loan Combination Custodial Account any amount not
required to be deposited therein, then (notwithstanding anything herein to the
contrary) it may at any time withdraw such amount from such Mortgage Loan
Combination Custodial Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iv) of the second preceding paragraph with respect to any
Specially Serviced Mortgage Loan that is part of a Mortgage Loan Combination
during the period that the related B Loan is being serviced hereunder, the
Special Servicer shall remit such amounts to the Master Servicer for deposit in
the related Mortgage Loan Combination Custodial Account pursuant to the second
preceding paragraph. Any amounts received by the Special Servicer with respect
to an REO Property that relates to a Mortgage Loan Combination shall be
deposited into the REO Account and remitted to the Master Servicer for deposit
into the related Mortgage Loan Combination Custodial Account pursuant to Section
3.16(c).

            With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, and with respect to
each Eastgate Mall Junior Loan and the FedEx-Midway B Loan from and after the
Closing Date, the Master Servicer shall, as and when required pursuant to the
related Intercreditor Agreement and Section 3.05(a) (and in any event no later
than the Master Servicer Remittance Date), withdraw from the related Mortgage
Loan Combination Custodial Account and pay to the applicable parties hereunder
such amounts as is permitted under the related Intercreditor Agreement and this
Agreement for purposes of the reimbursement of Advances, the payment of interest
on Advances, the payment of Master Servicing Fees, Primary Servicing Fees,
Special Servicing Fees, Workout Fees and Liquidation Fees and the payment of any
other servicing expenses and fees relating to the subject Mortgage Loan
Combination or any related REO Property and, further, pay to the Trust, as "A
Note Holder" under the related Intercreditor Agreement, and to the B Loan Holder
all amounts to which each of them is entitled in respect of the subject A Loan
and B Loan, respectively, in accordance with the related Intercreditor
Agreement. The foregoing payments shall be made in accordance with the
priorities set forth in the related Intercreditor Agreement. Payments to the
Trust shall be made by transfer of the applicable funds to the Collection
Account, and payments to the B Loan Holder shall be made in accordance with the
related Intercreditor Agreement.

            The Master Servicer may pay itself monthly any Net Investment
Earnings with respect to a Mortgage Loan Combination Custodial Account.

            (f) [Reserved]

            (g) Funds on deposit in the Collection Account and any Mortgage Loan
Combination Custodial Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds on deposit in the
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. The Master Servicer shall give
notice to the Trustee, the Certificate Administrator, the Special Servicer, the
Rating Agencies and the Depositor of the location of the Collection Account and
any Mortgage Loan Combination Custodial Account prior to any change thereof. As
of the Closing Date (or the date such account is established, if later), the
Distribution Account, the Excess Liquidation Proceeds Account and the Excess
Interest Distribution Account shall be located at the offices of the Certificate
Administrator. The Certificate Administrator shall give notice to the Master
Servicer, the Trustee and the Depositor of any new location of the Distribution
Account, the Excess Liquidation Proceeds Account or the Excess Interest
Distribution Account, prior to any change thereof.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Master Servicer may maintain the Collection
Account and the respective Mortgage Loan Combination Custodial Accounts as
multiple separate sub-accounts of a single Eligible Account; provided that: (i)
all deposits into and withdrawals from such single Eligible Account shall be
made in the same manner as would be the case if the Collection Account and the
respective Mortgage Loan Combination Custodial Accounts were maintained as
multiple separate accounts; (ii) all distributions on the Certificates will be
calculated and made in the same manner as would be the case if the Collection
Account and the respective Mortgage Loan Combination Custodial Accounts were
maintained as multiple separate accounts; (iii) the Master Servicer shall make
credits and debits to those multiple sub-accounts in a manner consistent with
the provisions of this Agreement governing deposits and withdrawals of funds to
and from the Collection Account and the respective Mortgage Loan Combination
Custodial Accounts, respectively; (iv) the Master Servicer's maintaining the
Collection Account and the respective Mortgage Loan Combination Custodial
Accounts as multiple separate sub-accounts of a single Eligible Account (as
opposed to in the form of multiple separate Eligible Accounts) shall not
materially and adversely affect any of the Certificateholders or any B Loan
Holder; and (v) such single Eligible Account shall be entitled substantially as
follows: "KRECM, as Master Servicer, in trust for Wells Fargo Bank, N.A., as
Trustee, on behalf of Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C5, and the
respective B Loan Holders, as their interests may appear, Collection/Custodial
Account".

            Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Certificate Administrator may maintain the
Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account as four separate
subaccounts of a single Eligible Account; provided that: (i) all deposits into
and withdrawals from such single Eligible Account shall be made in the same
manner as would be the case if the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account were maintained as four separate accounts; (ii) all
distributions on the Certificates will be calculated and made in the same manner
as would be the case if the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account were maintained as four separate accounts; (iii) the
Certificate Administrator shall make debits and credits to those four
subaccounts in a manner consistent with the provisions of this Agreement
governing transfers of funds between the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, as the case may be; (iv) the Certificate
Administrator's maintaining the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account as four separate subaccounts of a single Eligible Account (as
opposed to in the form of four separate Eligible Accounts) shall not materially
and adversely affect any of the Certificateholders; and (v) such single Eligible
Account shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C5, Distribution
Account, Excess Interest Distribution Account, Interest Reserve Account and
Excess Liquidation Proceeds Account".

            Section 3.05 Permitted Withdrawals from the Collection Account and
the Distribution Account

            (a) Subject to the provisions of this Section 3.05(a), the Master
Servicer may, from time to time, make withdrawals from the Collection Account
maintained by it for any of the following purposes (the order set forth below
not constituting an order of priority for such withdrawals):

            (i) to remit to the Certificate Administrator for deposit in the
      Distribution Account the amount required to be remitted pursuant to the
      first paragraph of Section 3.04(b) and clause (iii) of the second
      paragraph of Section 3.04(b) and the amount to be applied to make P&I
      Advances by the Master Servicer pursuant to Section 4.03(a);

            (ii) to remit to the Certificate Administrator for deposit in the
      Excess Distribution Account any Excess Interest on the ARD Trust Mortgage
      Loans and any successor REO Trust Mortgage Loans with respect thereto
      pursuant to Section 3.04(c);

            (iii) to pay (x) to itself or the holder of the Excess Servicing
      Strip (subject to Section 3.11(a)), unpaid Master Servicing Fees and any
      Primary Servicing Fees to which it or such holder is entitled pursuant to
      Section 3.11(a) in respect of each Mortgage Loan and REO Mortgage Loan,
      (y) to any Primary Servicer entitled thereto, the related Primary
      Servicing Fee, and (z) to the Special Servicer, unpaid Special Servicing
      Fees to which it is entitled in accordance with Section 3.11(b) in respect
      of each Specially Serviced Trust Mortgage Loan, REO Trust Mortgage Loan
      and, to the extent set forth in the related Intercreditor Agreement, each
      B Loan, as applicable, the Master Servicer's rights, any Primary
      Servicer's rights, the rights of any other holder of the Excess Servicing
      Strip and the Special Servicer's rights to payment pursuant to this clause
      (iii) with respect to any Trust Mortgage Loan, REO Trust Mortgage Loan or
      B Loan, as applicable, being limited to amounts received on or in respect
      of such Trust Mortgage Loan or B Loan (whether in the form of payments,
      Liquidation Proceeds or Insurance and Condemnation Proceeds), or such REO
      Trust Mortgage Loan (whether in the form of REO Revenues, Liquidation
      Proceeds or Insurance and Condemnation Proceeds) that are allocable as a
      recovery of interest thereon;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any Junior Loan Holder), the Master Servicer's
      or the Trustee's right to receive payment pursuant to this clause (iv)
      being limited to amounts received which represent Late Collections of
      interest (net of the related Master Servicing Fees and Primary Servicing
      Fees) on and principal of the particular Trust Mortgage Loans and REO
      Trust Mortgage Loans with respect to which such P&I Advances were made;
      provided, however, that if such P&I Advance becomes a Workout-Delayed
      Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed
      from the portion of general collections and recoveries on or in respect of
      the Trust Mortgage Loans and REO Properties on deposit in the Collection
      Account from time to time that represent collections or recoveries of
      principal to the extent provided in clause (vi) below, first from such
      amounts that are allocated to the Loan Group to which such Trust Mortgage
      Loan belongs and second from such amounts that are allocated to the other
      Loan Group;

            (v) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for unreimbursed Servicing Advances, the Master Servicer's,
      the Special Servicer's or the Trustee's respective rights to receive
      payment pursuant to this clause (v) with respect to any Mortgage Loan or
      REO Property being limited to, as applicable, related payments,
      Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
      Revenues); provided, however, that if such Servicing Advance becomes a
      Workout-Delayed Reimbursement Amount, then such Servicing Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Mortgage Loans and REO Properties on
      deposit in the Collection Account from time to time that represent
      collections or recoveries of principal to the extent provided in clause
      (vi) below, first from such amounts that are allocated to the Loan Group
      to which such Mortgage Loan belongs and second from such amounts that are
      allocated to the other Loan Group;

            (vi) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for (A) Nonrecoverable Advances out of the principal portion
      of general collections on the Mortgage Loans and REO Properties, first
      from such amounts that are allocated to the Loan Group to which such
      Mortgage Loan belongs and second from such amounts that are allocated to
      the other Loan Group and, to the extent the principal portion of general
      collections is insufficient and with respect to such excess only, subject
      to any exercise of the sole option of the Master Servicer, the Special
      Servicer or the Trustee to defer reimbursement thereof pursuant to Section
      3.03(d) or 4.03(d), as applicable, out of other collections on the
      Mortgage Loans and REO Properties and (B) 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 (A) above, first from such amounts that are allocated to the
      Loan Group to which such Mortgage Loan belongs and second from such
      amounts that are allocated to the other Loan Group;

            (vii) at such time as it reimburses itself, the Special Servicer or
      the Trustee, as applicable, for (a) any unreimbursed P&I Advance pursuant
      to clause (iv) above (including, pursuant to clause (vi) above, any such
      P&I Advance that constitutes a Workout-Delayed Reimbursement Amount), to
      pay itself or the Trustee, as applicable, any Advance Interest accrued and
      payable thereon in accordance with Section 4.03(d), (b) any unreimbursed
      Servicing Advances pursuant to clause (v) above (including, pursuant to
      clause (vi) above, any such Servicing Advance that constitutes a
      Workout-Delayed Reimbursement Amount) or pursuant to Section 3.03(a)(ii),
      to pay itself, the Special Servicer or the Trustee, as the case may be,
      any Advance Interest accrued and payable thereon in accordance with
      Section 3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (vi)
      above, to pay itself, the Special Servicer or the Trustee, as the case may
      be, any Advance Interest accrued and payable thereon (all such Advance
      Interest to be payable first out of Penalty Charges on the related
      Mortgage Loan or REO Mortgage Loan and then out of general collections on
      the Mortgage Loans and REO Properties; provided, that Advance Interest
      accrued and payable on any Workout-Delayed Reimbursement Amount as set
      forth in subclause (a) or (b) above shall be solely reimbursable from the
      principal portion of general collections);

            (viii) to pay the Special Servicer (or, if applicable, any
      predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees
      with respect to any Specially Serviced Mortgage Loan or REO Mortgage Loan
      to which it is entitled pursuant to, and from the sources contemplated by,
      Section 3.11(b);

            (ix) to reimburse itself, the Special Servicer, the Depositor, the
      Trustee or the Certificate Administrator, as the case may be, for any
      unreimbursed expenses reasonably incurred by such Person in respect of any
      Breach or Defect relating to a Trust Mortgage Loan and giving rise to a
      repurchase obligation of any Mortgage Loan Seller under Section 7 of the
      related Mortgage Loan Purchase Agreement, including, any expenses arising
      out of the enforcement of the repurchase obligation, each such Person's
      right to reimbursement pursuant to this clause (ix) with respect to any
      Trust Mortgage Loan being limited to that portion of the Purchase Price
      paid for such Trust Mortgage Loan that represents such expense in
      accordance with clause (v) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee,
      the Certificate Administrator or the Special Servicer, as the case may be,
      out of general collections on the Trust Mortgage Loans and REO Properties
      for any unreimbursed expense reasonably incurred by such Person relating
      to a Trust Mortgage Loan in connection with the enforcement of any
      Mortgage Loan Seller's obligations under Section 7 of the related Mortgage
      Loan Purchase Agreement, but only to the extent that such expenses are not
      reimbursable pursuant to clause (ix) above or otherwise;

            (xi) to pay itself, as additional master servicing compensation all
      amounts relating to the Mortgage Pool specified in the fourth and fifth
      paragraphs of Section 3.11(a); and to pay the Special Servicer, as
      additional special servicing compensation all amounts relating to the
      Mortgage Pool specified in the second to the last paragraph of Section
      3.11(b);

            (xii) to recoup any amounts deposited in the Collection Account
      maintained by the Master Servicer in error;

            (xiii) to pay itself, the Special Servicer, the Trustee, the
      Certificate Administrator, the Depositor or any of their respective
      affiliates, directors, officers, shareholders, members, managers,
      partners, employees and agents (including any Primary Servicer), as the
      case may be, any amounts payable to any such Person out of the Collection
      Account pursuant to Sections 6.03(a) or 6.03(b);

            (xiv) to pay for (A) the cost of any Opinion of Counsel contemplated
      by Sections 11.01(a) or 11.01(c) in connection with an amendment to this
      Agreement requested by the Trustee, the Certificate Administrator, the
      Special Servicer or the Master Servicer, which amendment is in furtherance
      of the rights and interests of Certificateholders, (B) the cost of
      obtaining the REO Extension contemplated by Section 3.16(a) (the amounts
      contemplated by this clause may be paid from the Collection Account), (C)
      any reasonable out-of-pocket cost or expense (including the reasonable
      fees of tax accountants and attorneys) incurred by the Trustee pursuant to
      Section 3.17(a)(iii) in connection with providing advice to the Special
      Servicer with respect to any REO Property (except to the extent that the
      subject expense relates to any B Loan or any successor REO B Loan with
      respect thereto), and (D) to the extent not otherwise advanced by the
      Master Servicer, any fees and/or expenses payable or reimbursable, as the
      case may be, in accordance with Section 3.18, to the Master Servicer, the
      Trustee or an Independent third party for confirming, in accordance with
      such Section 3.18(b), a Fair Value determination made with respect to any
      Defaulted Trust Mortgage Loan;

            (xv) to pay itself, the Special Servicer, the Trustee, the
      Certificate Administrator or the Depositor, as the case may be, any amount
      related to the Mortgage Loans and/or REO Properties that is specifically
      required to be paid to such Person at the expense of the Trust Fund under
      any provision of this Agreement and to which reference is not made in any
      other clause of this Section 3.05(a), it being acknowledged that this
      clause (xv) shall not be construed to modify any limitation otherwise set
      forth in this Agreement on the time at which any Person is entitled to
      payment or reimbursement of any amount or the funds from which any such
      payment or reimbursement is permitted to be made;

            (xvi) to pay, in accordance with Section 3.03(c), out of general
      collections on the Mortgage Loans and any REO Properties, certain
      servicing expenses related to the Mortgage Loans and REO Properties that
      would, if advanced, constitute Nonrecoverable Servicing Advances;

            (xvii) to pay itself, the Special Servicer, a Mortgage Loan Seller,
      any Junior Loan Holder or any other particular Person, as the case may be,
      with respect to each Mortgage Loan, if any, previously purchased by such
      Person pursuant to this Agreement, all amounts received thereon subsequent
      to the date of purchase;

            (xviii) to pay for the cost of any environmental testing performed
      at the Special Servicer's direction pursuant to the last sentence of
      Section 3.09(c) and to pay for the cost of any remedial actions taken in
      accordance with Section 3.09(c) to address actual or potential adverse
      environmental conditions;

            (xix) to transfer to the related Mortgage Loan Combination Custodial
      Account or pay any amounts payable by the holder of the related A Loan to
      any B Loan Holder under the related Intercreditor Agreement;

            (xx) to remit any Excess Liquidation Proceeds to the Certificate
      Administrator for deposit in the Excess Liquidation Proceeds Account in
      accordance with Section 3.04(d); and

            (xxi) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

provided, however, that, in the case of the Eastgate Mall Total Loan:

                        (A) no Primary Servicing Fees, Workout Fees and
                  Liquidation Fees earned, and other items that constitute
                  "Costs" (other than Special Servicing Fees and related
                  Servicing Advances (including Workout-Delayed Reimbursement
                  Amounts), which are otherwise payable or reimbursable, as
                  applicable, in accordance with this Agreement) under the
                  Eastgate Mall Intercreditor Agreement attributable to the
                  Eastgate Mall Junior Loans or any successor REO Mortgage Loans
                  with respect thereto shall in any event be paid out of
                  payments and other collections on the Mortgage Loans and/or
                  any successor REO Mortgage Loans with respect thereto, and no
                  Special Servicing Fees earned on the Eastgate Mall Junior
                  Loans or any successor REO Mortgage Loans with respect thereto
                  shall in any event be paid out of payments or other
                  collections on the Mortgage Loans (exclusive of the Eastgate
                  Mall Total Loan) and/or any successor REO Mortgage Loans with
                  respect thereto; and

                        (B) no fees, costs or expenses allocable to the Mortgage
                  Loans, any successor REO Mortgage Loans with respect thereto,
                  or any particular such Mortgage Loan or REO Mortgage Loan
                  (exclusive of the Eastgate Mall Loan or any successor REO
                  Mortgage Loan with respect thereto) shall be paid out of
                  payments and other collections on, or amounts otherwise
                  payable to the holders of, the Eastgate Mall Junior Loans or
                  any successor REO Mortgage Loans with respect thereto; and

provided further, however, that, in the case of the FedEx-Midway Total Loan:

                        (A) no Primary Servicing Fees, Workout Fees and
                  Liquidation Fees earned and other costs or expenses (other
                  than Special Servicing Fees and related Servicing Advances
                  (including Workout-Delayed Reimbursement Amounts), which are
                  otherwise payable or reimbursable, as applicable, in
                  accordance with this Agreement) under the FedEx-Midway
                  Intercreditor Agreement attributable to the FedEx-Midway B
                  Loan or any successor REO Mortgage Loans with respect thereto
                  shall in any event be paid out of payments and other
                  collections on the Mortgage Loans and/or any successor REO
                  Mortgage Loans with respect thereto, and no Special Servicing
                  Fees earned on the FedEx-Midway B Loan or any successor REO
                  Mortgage Loans with respect thereto shall in any event be paid
                  out of payments or other collections on the Mortgage Loans
                  (exclusive of the FedEx-Midway Total Loan) and/or any
                  successor REO Mortgage Loans with respect thereto; and

                        (B) no fees, costs or expenses allocable to the Mortgage
                  Loans, any successor REO Mortgage Loans with respect thereto,
                  or any particular such Mortgage Loan or REO Mortgage Loan
                  (exclusive of the FedEx-Midway Loan or any successor REO
                  Mortgage Loan with respect thereto) shall be paid out of
                  payments and other collections on, or amounts otherwise
                  payable to the holders of, the FedEx-Midway B Loan or any
                  successor REO Mortgage Loans with respect thereto; and

provided further, however, that, in the case of each CBA A/B Mortgage Loan
Combination:

                        (A) to the maximum extent permitted by the related CBA
                  A/B Intercreditor Agreement, Special Servicing Fees, Workout
                  Fees, Liquidation Fees, and all other servicing costs and
                  expenses relating to such CBA A/B Mortgage Loan Combination or
                  any related REO Property shall be paid or reimbursed, as
                  applicable, out of amounts otherwise payable to the holder of
                  the related CBA B Loan or any successor REO Mortgage Loan with
                  respect thereto; and

                        (B) no fees, costs or expenses, including servicing
                  compensation, allocable to the related CBA B Loan or any
                  successor REO Mortgage Loan with respect thereto (other than
                  related Servicing Advances (including Workout-Delayed
                  Reimbursement Amounts), which are otherwise payable or
                  reimbursable, as applicable, in accordance with this
                  Agreement) shall be paid or reimbursed, as applicable, out of
                  any payments or other collections on the Mortgage Loans and/or
                  any successor REO Mortgage Loans with respect thereto
                  (exclusive of the related CBA A Loan or any successor REO
                  Mortgage Loan with respect thereto); and

                        (C) no fees, costs or expenses allocable to the Mortgage
                  Loans, any successor REO Mortgage Loans with respect thereto
                  or any particular such Mortgage Loan or REO Mortgage Loan
                  (exclusive of the related CBA A Loan or any successor REO
                  Mortgage Loan with respect thereto) shall be paid out of
                  payments and other collections on, or amounts otherwise
                  payable to the holder of, the related CBA B Loan or any
                  successor REO Mortgage Loan with respect thereto; and

provided further, however, that in the case of any Junior Loan (to the extent
not inconsistent with the preceding provisos):

                        (A) the Master Servicer shall be entitled to make
                  transfers from time to time, from the related Mortgage Loan
                  Combination Custodial Account to the Collection Account, of
                  amounts necessary for the payments and/or reimbursements of
                  amounts described above in this Section 3.05(a), including the
                  foregoing three provisos, but only insofar as the payment or
                  reimbursement described therein arises from or is related to
                  the Eastgate Mall Total Loan, the FedEx-Midway Total Loan or
                  the subject CBA A/B Mortgage Loan Combination, as applicable,
                  or is allocable to the Eastgate Mall Total Loan, the
                  FedEx-Midway Total Loan or the subject CBA A/B Mortgage Loan
                  Combination, as applicable, pursuant to this Agreement and, in
                  either case, is allocable to the related Junior Loan pursuant
                  to the related Intercreditor Agreement(s), and the Master
                  Servicer shall also be entitled to make transfers from time to
                  time, from the related Mortgage Loan Combination Custodial
                  Account to the applicable Collection Account, of amounts
                  transferred to such related Mortgage Loan Combination
                  Custodial Account in error, and amounts necessary for the
                  clearing and termination of the related Mortgage Loan
                  Combination Custodial Account pursuant to Section 9.01;

                        (B) the Master Servicer shall on the Business Day
                  following receipt of payment from the related Borrower or as
                  otherwise required under the related Intercreditor Agreement,
                  remit to the related Junior Loan Holder any amounts on deposit
                  in the related Mortgage Loan Combination Custodial Account
                  (net of amounts permitted or required to be transferred
                  therefrom as described in clause (A) above), to the extent
                  that such Junior Loan Holder is entitled thereto under the
                  related Intercreditor Agreement (including, if applicable, by
                  way of the operation of any provision of the related
                  Intercreditor Agreement(s) that entitles the holder of such
                  Junior Loan to reimbursement of cure payments made by it).

            Expenses incurred with respect to each Mortgage Loan Combination
being serviced under this Agreement shall be allocated in accordance with the
corresponding Intercreditor Agreement(s).

            If the Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Mortgage Loan Combination, then the Master Servicer shall, if funds on deposit
in such Mortgage Loan Combination Custodial Account are insufficient therefor,
request the related Junior Loan Holder to make such payment or reimbursement to
the extent such Junior Loan Holder is obligated to make such payment or
reimbursement pursuant to the related Intercreditor Agreement. If such Junior
Loan Holder fails to make such payment or reimbursement that it is obligated to
make within three Business Days following such request, then (subject to the
provisos to the first paragraph of this Section 3.05(a)) the Master Servicer
shall be entitled to make such payment or reimbursement from the applicable
Collection Account. The Master Servicer shall use reasonable efforts to recover
any such payment or reimbursement paid out of general collections on the
Mortgage Pool from such Junior Loan Holder, and if such payment or reimbursement
is subsequently recovered from such Junior Loan Holder or from payments from the
Borrower or proceeds of the Mortgage Loan Combination Custodial Account that
would otherwise be payable to the Junior Loan Holder, to the extent that any
amounts were previously taken by the Master Servicer from general collections on
the Mortgage Pool on deposit in its Collection Account, the amount recovered (or
otherwise to be paid to the Junior Loan Holder) shall be deposited into the
Master Servicer's Collection Account and shall not be deposited into the related
Mortgage Loan Combination Custodial Account.

            Subject to the provisions of Section 3.03(c), the Master Servicer
shall pay to the Special Servicer from the Master Servicer's Collection Account
on the Master Servicer Remittance Date amounts permitted to be paid to the
Special Servicer therefrom based upon an Officer's Certificate received from the
Special Servicer on the first Business Day following the immediately preceding
Determination Date describing the item and amount to which the Special Servicer
is entitled. The 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
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request thereby for withdrawal from a
Collection Account.

            The 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 the Collection Account and
Mortgage Loan Combination Custodial Account.

            (b) The Certificate Administrator, may, from time to time, make or
be deemed to make withdrawals from the Distribution Account for any of the
following purposes:

            (i) to make distributions of the Available Distribution Amount and
      any Yield Maintenance Charges and/or Static Prepayment Premiums on the
      Trust Mortgage Loans and REO Trust Mortgage Loans to the
      Certificateholders pursuant to Section 4.01;

            (ii) to pay the Trustee and the Certificate Administrator accrued
      but unpaid Trustee Fees and Certificate Administrator Fees, respectively;

            (iii) to pay to the Trustee, the Certificate Administrator or any of
      their Affiliates, directors, officers, employees and agents, as the case
      may be, any amounts payable or reimbursable out of the Distribution
      Account to any such Person hereunder, including but not limited to those
      pursuant to Section 6.03(a), 6.03(b), 8.05(c) or 8.05(d);

            (iv) to pay for the cost of recording this Agreement;

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee or the Certificate Administrator;

            (vi) to pay any and all federal, state and local taxes imposed on
      any of the REMIC Pools or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Depositor, the Master Servicer, the Special Servicer, the Trustee or the
      Certificate Administrator is liable therefor;

            (vii) to recoup any amounts deposited in the Distribution Account in
      error;

            (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a);

            (ix) to pay the Certificate Administrator any Net Investment
      Earnings on funds in the Distribution Account pursuant to Section 3.06;
      and

            (x) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            (c) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Distribution Account are not sufficient to pay the full amount of the Master
Servicing Fee listed in Section 3.05(a)(iii) and the Trustee Fee, including the
Certificate Administrator Fee, listed in Section 3.05(b)(ii), then the Trustee
Fee, including the Certificate Administrator Fee, shall be paid in full prior to
the payment of any Master Servicing Fee payable under Section 3.05(a)(ii) and
(ii) if amounts on deposit in the Collection Account are not sufficient to
reimburse the full amount of, together with interest on, Advances listed in
Sections 3.05(a)(iv), (v), (vi) and (vii), then reimbursements shall be paid
first to the Trustee and then to the Master Servicer.

            Section 3.06 Investment of Funds in the Collection Account, Mortgage
Loan Combination Custodial Accounts, Servicing Accounts, Cash Collateral
Accounts, Lock-Box Accounts, the Interest Reserve Account, Distribution Account,
Excess Liquidation Proceeds Account, Excess Interest Distribution Account and
the REO Account

            (a) (i) The Master Servicer may direct any depository institution
maintaining for the Master Servicer the Collection Account, any Mortgage Loan
Combination Custodial Account, any Servicing Account, any Cash Collateral
Account and any Lock-Box Account (any of the foregoing accounts listed in this
clause (i) for purposes of this Section 3.06, a "Master Servicer Account"), (ii)
the Special Servicer may direct any depository institution maintaining the REO
Account and (iii) the Certificate Administrator may direct any depository
institution maintaining the Excess Liquidation Proceeds Account, the Excess
Interest Distribution Account, the Distribution Account and the Interest Reserve
Account (any of the foregoing accounts listed in this clause (iii) for purposes
of this Section 3.06, a "Certificate Administrator Account" and any of the
Master Servicer Accounts, the Certificate Administrator Accounts and the REO
Account, for purposes of this Section 3.06, an "Investment Account"), to invest
(or if such depository institution is the Master Servicer, Special Servicer or
the Certificate Administrator, as applicable, it may itself invest) the funds
held therein solely in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (A) no later than
the Business Day immediately preceding the next succeeding date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is
the obligor thereon and (B) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
depository institution maintaining such account is the obligor thereon. 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
Master Servicer or Special Servicer, as applicable, on behalf of the Certificate
Administrator or in the name of the Certificate Administrator (in its capacity
as such).

            The Master Servicer (in the case of any Master Servicer Account) or
the Special Servicer (in the case of the REO Account), on behalf of the Trustee,
or the Certificate Administrator (in the case of any Certificate Administrator
Account) shall be the "entitlement holder", as such term is defined in the UCC,
of any Permitted Investment that is a "security entitlement", as such term is
defined in the UCC, and maintain continuous possession of any Permitted
Investment of amounts in such accounts that is either (i) a "certificated
security", as such term is defined in the UCC or (ii) other property in which a
secured party may perfect its security interest by possession under the UCC or
any other applicable law. Possession of any such Permitted Investment by the
Master Servicer or Special Servicer shall constitute possession by the Trustee,
as secured party, for purposes of Section 9-313 of the UCC and any other
applicable law. In the event amounts on deposit in an Investment Account are at
any time invested in a Permitted Investment payable on demand, the Master
Servicer (in the case of any Master Servicer Account), the Special Servicer (in
the case of the REO Account) or the Certificate Administrator (in the case of
any Certificate Administrator Account) shall:

            (i) 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 (A) all amounts then payable thereunder and (B) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer, Special Servicer or the Certificate
      Administrator, as the case may be, that such Permitted Investment would
      not constitute a Permitted Investment in respect of funds thereafter on
      deposit in the Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each Collection Period shall
be for the sole and exclusive benefit of the Master Servicer to the extent not
required to be paid to the related Borrower and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03(a),
3.04(e), 3.05(a) or 3.27, as the case may be. Interest and investment income
realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to withdrawal, or withdrawal at its direction, in accordance
with Section 3.16(c). Interest and investment income realized on funds and
deposited in each of the Certificate Administrator Accounts, to the extent of
the Net Investment Earnings, if any, with respect to such account for each
period from the day succeeding any Distribution Date to the next succeeding
Distribution Date shall be for the sole and exclusive benefit of the Certificate
Administrator, but shall be subject to withdrawal in accordance with Section
3.04(c), 3.04(d), 3.05(b) or 3.28. If any loss shall be incurred in respect of
any Permitted Investment directed to be made by the Master Servicer or the
Special Servicer, as applicable, other than any loss on an investment made at
the direction of the Borrower or made as required under the Mortgage Loan
Documents and on deposit in any of the Master Servicer Accounts (in the case of
the Master Servicer), the Master Servicer or the Special Servicer, as
applicable, shall deposit therein, no later than the next Determination Date,
without right of reimbursement, the amount of the Net Investment Loss, if any,
with respect to such account for the most recently ended Collection Period;
provided, however, that such Net Investment Loss shall not include any loss
incurred as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such account. If any loss
shall be incurred in respect of any Permitted Investment directed to be made by
the Certificate Administrator and on deposit in any of the Certificate
Administrator Accounts, the Certificate Administrator shall deposit therein, no
later than the next Distribution Date, without right of reimbursement, the
amount of the Net Investment Loss, if any, with respect to such account for the
period from and including the day succeeding the immediately preceding
Distribution Date (or, in the case of the initial Distribution Date, from and
including the Closing Date) to and including such Distribution Date.

            (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, subject to Section 8.02, 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.

            Notwithstanding the investment of funds held in any Investment
Account pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage

            (a) Subject to the following sentence, the Master Servicer shall use
its reasonable efforts, consistent with the Servicing Standard, to cause the
related Borrower to maintain, for each Mortgage Loan any and all Insurance
Policy coverage as is required under the related Mortgage Loan Documents (and,
if the related Borrower fails to do so, the Master Servicer shall itself
maintain such Insurance Policy coverage to the extent the Trustee as mortgagee
has an insurable interest in the related Mortgaged Property and to the extent
such Insurance Policy coverage is available at commercially reasonable rates, as
determined by the Master Servicer in accordance with the Servicing Standard);
provided that, subject to Section 3.07(f), if any Mortgage permits the holder
thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, shall impose such insurance requirements as are consistent with
the Servicing Standard; and provided, further, that the Master Servicer is not
required to make a Nonrecoverable Servicing Advance to maintain any such
Insurance Policy. The Master Servicer shall use its reasonable efforts to cause
the related Borrower to maintain, and if the related Borrower does not so
maintain, the Master Servicer shall maintain, all-risk casualty insurance which
does not contain any carve-out for (or, alternatively, a separate insurance
policy that expressly provides coverage for) property damage resulting from a
terrorist or similar act, to the extent not prohibited by the terms of the
related Mortgage Loan Documents; provided that the Master Servicer shall not be
required to call default under a Mortgage Loan if the related Borrower fails to
maintain such insurance, and the Master Servicer shall not be required to
maintain such insurance, if, in each case, the Special Servicer has determined
in accordance with the Servicing Standard that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the subject Mortgaged
Property and located in or around the region in which the subject Mortgaged
Property is located or (b) such insurance is not available at any rate; and
provided, further, that the Master Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to enforce any express provisions in the
related Mortgage Loan Documents relating to insurance against loss or damage
resulting from terrorist or similar acts. Subject to Section 3.17(a), the
Special Servicer shall maintain for each REO Property no less Insurance Policy
coverage than was previously required of the Borrower under the related Mortgage
Loan(s) or, at Special Servicer's election, coverage satisfying insurance
requirements consistent with the Servicing Standard; provided that such coverage
is available at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of Mortgage Loans) or the Special
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of REO Properties), (ii) include coverage in an amount not less than the
lesser of the full replacement cost of the improvements which are a part of the
Mortgaged Property or the outstanding principal balance owing on the related
Mortgage Loan(s), but in any case in such an amount so as to avoid the
application of any co-insurance clause, (iii) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is
not permitted under the related Mortgage Loan Documents) and (iv) be issued by
either (X) a Qualified Insurer or (Y) for any Insurance Policy being maintained
by the related Borrower, an insurance carrier meeting the requirements of the
related Mortgage Loan Documents (provided that such Qualified Insurer or other
insurance carrier is authorized under applicable law to issue such Insurance
Policies). Any amounts collected by the Master Servicer or Special Servicer
under any such Insurance Policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Borrower, in each case in accordance with
the Servicing Standard and the provisions of the related Mortgage Loan
Documents) shall be deposited: (i) in the case of a Mortgage Loan, in the
Collection Account or any related Mortgage Loan Combination Custodial Account,
as applicable in accordance with Section 3.04, maintained by the Master
Servicer, subject to withdrawal pursuant to Section 3.05(a) or 3.04(e), as
applicable; and (ii) in the case of an REO Property, in the REO Account
maintained by the Special Servicer, subject to withdrawal pursuant to Section
3.16(c).

            Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans if the Borrower defaults on its
obligation to maintain such Insurance Policies shall, subject to Section
3.03(c), be advanced by and reimbursable to the Master Servicer as a Servicing
Advance. The amounts so advanced shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Trust Mortgage Loan, notwithstanding that the terms of such Trust
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 payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
subject to Section 3.03(c), advanced by and reimbursable to the Master Servicer
as a Servicing Advance.

            (b) If the Master Servicer or Special Servicer obtains and maintains
a blanket Insurance Policy with a Qualified Insurer insuring against fire and
hazard losses on all of the Mortgage Loans or REO Properties, as the case may
be, required to be serviced and administered by it hereunder, and such Insurance
Policy provides protection equivalent to the individual policies otherwise
required, then the Master Servicer or Special Servicer, as the case may be,
shall conclusively be deemed to have satisfied its obligation to cause fire and
hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such blanket Insurance Policy may contain a deductible clause, in
which case if there shall not have been maintained on the related Mortgaged
Property or REO Property a fire and hazard Insurance Policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such individual Insurance Policy, the Master
Servicer or the Special Servicer shall promptly deposit into the Collection
Account or any related Mortgage Loan Combination Custodial Account, as
applicable in accordance with Section 3.04, from its own funds the portion of
such loss or losses that would have been covered under the individual policy
(giving effect to any deductible limitation or, in the absence of such
deductible limitation, the deductible limitation that is consistent with the
Servicing Standard) but is not covered under the blanket Insurance Policy
because of such deductible clause. The Master Servicer or Special Servicer, as
applicable, shall prepare and present, on behalf of itself, the Trustee, the
Certificateholders and any affected B Loan Holders, claims under any such
blanket Insurance Policy in a timely fashion in accordance with the terms of
such policy. The Special Servicer, to the extent consistent with the Servicing
Standard, may maintain earthquake insurance on REO Properties; provided that
such coverage is available at commercially reasonable rates.

            If the Master Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming the Master Servicer or Special Servicer as the loss
payee, then to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause
such insurance to be maintained on the related Mortgage Properties. If the
Master Servicer or Special Servicer, as applicable, causes any Mortgaged
Property or REO Property to be covered by such master single interest Insurance
Policy, the incremental costs of such insurance applicable to such Mortgaged
Property (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgaged Property is covered thereby) shall be paid
by and reimbursable to the Master Servicer as a Servicing Advance. Such master
single interest Insurance Policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, if (A) there
shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.07(a) and (B)
there shall have been one or more losses which would have been covered by such
policy had it been maintained, deposit into the Collection Account or any
related Mortgage Loan Combination Custodial Account, as applicable in accordance
with Section 3.04, from its own funds the amount not otherwise payable under the
master single interest Insurance Policy because of such deductible clause, to
the extent that any such deductible exceeds the deductible limitation that
pertained to the related Trust Mortgage Loan, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.

            (c) The Master Servicer and Special Servicer, respectively, shall
maintain, at their own expense, a blanket fidelity bond (a "Fidelity Bond") and
an errors and omissions insurance policy with a Qualified Insurer, with coverage
on all of its officers or employees acting in any capacity requiring such
persons to handle funds, money, documents or paper relating to the Mortgage
Loans ("Master Servicer Employees", in the case of the Master Servicer, and
"Special Servicer Employees", in the case of the Special Servicer). Any such
Fidelity Bond and errors and omissions insurance shall protect and insure the
Master Servicer against losses, including forgery, theft, embezzlement, fraud,
errors and omissions, failure to maintain any insurance policies required
pursuant to the Agreement and negligent acts of the Master Servicer Employees or
Special Servicer Employees. Such errors and omissions policy shall also protect
and insure the Master Servicer against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section requiring such
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Master Servicer or Special Servicer from its duties and obligations as set forth
in this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Master Servicer or Special Servicer, as applicable, to
qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer or Special Servicer (or its immediate or remote parent)
is rated at least "A" by S&P and "A2" by Moody's, the Master Servicer or Special
Servicer, respectively, shall be allowed to provide self-insurance with respect
to a Fidelity Bond and such errors and omissions policy. Coverage of the Master
Servicer or the Special Servicer under a policy or bond obtained by an Affiliate
of the Master Servicer or the Special Servicer and providing the coverage
required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c).

            The Special Servicer and the Master Servicer will promptly report in
writing to the Trustee any material changes that may occur in their respective
Fidelity Bonds, if any, and/or their respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.

            (d) With respect to the Mortgage Loans that (i) require earthquake
insurance, or (ii) (A) at the date of origination were secured by Mortgaged
Properties on which the related Borrower maintained earthquake insurance and (B)
have provisions which enable the Master Servicer to continue to require the
related Borrower to maintain earthquake insurance, the Master Servicer shall use
reasonable efforts to cause the related Borrower to maintain such insurance in
the amount, in the case of clause (i), required by the related Mortgage Loan
Documents and in the amount, in the case of clause (ii), maintained at
origination, in each case, to the extent such amounts are available at
commercially reasonable rates. Any determination by the Master Servicer that
such insurance is not available at commercially reasonable rates with respect to
a Mortgage Loan for which any related Mortgaged Property has a "Probable Maximum
Loss", bounded on the basis of 50 years, in excess of 20% shall, with respect to
any Significant Trust Mortgage Loan, be subject to confirmation by each Rating
Agency that such determination not to purchase such insurance will, in and of
itself, not result in a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates rated by such Rating Agency.
The Master Servicer shall use reasonable efforts to cause the related Borrower
to pay the costs of such confirmation, otherwise, such costs shall be a Trust
Fund expense.

            (e) The Master Servicer and Special Servicer shall review and be
familiar with the terms and conditions relating to enforcing claims and shall
monitor the dates by which any claim or action is required to be taken under
each insurance policy to realize the full value of such policy for the benefit
of Certificateholders (and, if a Serviced Loan Combination is involved, the
related Junior Loan Holder(s), if any).

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) shall be in a federally designated special flood hazard area (if
flood insurance has been made available), or if the Master Servicer becomes
aware, in performing its duties under this Agreement, that a Mortgaged Property
becomes located in such area by virtue of remapping conducted by the Federal
Emergency Management Agency, the Master Servicer will use its reasonable efforts
to cause the related Borrower (in accordance with applicable law and the terms
of the related Mortgage Loan Documents) to maintain, and, if the related
Borrower shall default in any such obligation to so maintain, the Master
Servicer shall itself maintain (to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the
Servicing Standard) and the Trustee as Mortgagee has an insurable interest in
the related Mortgaged Property), flood insurance in respect thereof, but only to
the extent the related Mortgage Loan Documents permit the mortgagee to require
such coverage and the maintenance of such coverage is consistent with the
Servicing Standard. Such flood insurance shall be in an amount equal to the
least of (i) the unpaid principal balance of the related Mortgage Loan(s), (ii)
the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as amended,
and (iii) the amount required by the related Mortgage Loan Documents. If the
cost of any insurance described above is not borne by the Borrower, the Master
Servicer shall promptly make a Servicing Advance for such costs, subject to
Section 3.03(c).

            (g) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related REO Mortgage Loan(s), (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973, as amended, and (iii) the
amount required by the related Mortgage Loan Documents. The cost of any such
flood insurance with respect to an REO Property shall be an expense of the Trust
Fund payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, subject to Section
3.03(c), paid by the Master Servicer as a Servicing Advance.

            (h) Subject to the related Mortgage Loan Documents, including in the
case where the related Mortgage Loan Documents permit the related Borrower to
maintain business income insurance for a shorter period of time imposed on such
Borrower at origination, the Master Servicer shall use reasonable efforts to
cause that each policy of business income insurance maintained by a Borrower
have a minimum term of at least twelve months.

            (i) Within 45 days after the Closing Date, with respect to each
Trust Mortgage Loan covered by an Environmental Insurance Policy as identified
on Exhibit P, the Master Servicer shall notify each Environmental Insurer that
(A) both the Master Servicer and the Special Servicer shall be sent notices
under the related Environmental Insurance Policy and (B) the Trustee, on behalf
of the Trust and any affected B Loan Holder, shall be the loss payee under the
related Environmental Insurance Policy. The Master Servicer and the Special
Servicer shall abide by the terms and conditions precedent to payment of claims
under any Environmental Insurance Policy and shall take all such action as may
be required to comply with the terms and provisions of such policy in order to
maintain, in full force and effect, such policy.

            (j) In the event the Master Servicer has actual knowledge of any
event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Mortgage Loan covered thereby,
the Master Servicer shall, in accordance with the terms of such Environmental
Insurance Policy and the Servicing Standards, timely make a claim thereunder
with the appropriate insurer and shall take such other actions in accordance
with the Servicing Standard which are necessary under such Environmental
Insurance Policy in order to realize the full value thereof for the benefit of
the Certificateholders (and, if such Insured Environmental Event relates to any
Serviced Loan Combination, for the benefit of any related Junior Loan Holder, as
the case may be). Any legal fees, premiums or other out-of-pocket costs incurred
in accordance with the Servicing Standards under an Environmental Insurance
Policy shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.

            In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Mortgage Loans, the Master Servicer shall, within five Business Days after
receipt of such notice, notify the Special Servicer, the Series 2004-C5
Directing Certificateholder, any affected B Loan Holder, the Rating Agencies and
the Trustee of such termination in writing. Upon receipt of such notice, the
Master Servicer or Special Servicer shall address such termination in accordance
with Section 3.07(a) in the same manner as it would the termination of any other
Insurance Policy required under the related Mortgage Loan Documents.

            Section 3.08 Enforcement of Due-on-Sale and Due-on-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions

            (a) (i) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (A) provides that such Mortgage Loan shall (or may at the
            mortgagee's option) become due and payable upon (i) the full or
            partial sale or other transfer of an interest in the related
            Mortgaged Property or (ii) a sale or transfer of direct or indirect
            ownership interests in the related Borrower; or

                  (B) provides that such Mortgage Loan may not be assumed
            without the consent of the mortgagee in connection with any such
            sale or other transfer,

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Master Servicer (with respect to any KeyBank Trust
Mortgage Loans that are Performing Trust Mortgage Loans) and the Special
Servicer (with respect to all other Mortgage Loans) shall, if and to the extent
necessary, enforce such due-on-sale clause; provided, that the Master Servicer
may not, without the consent of the Special Servicer (as set forth in Section
3.08(c)), waive any due-on-sale clause in, or consent to the assumption of, any
Trust Mortgage Loan, or make any determination with respect to any Trust
Mortgage Loan, which by its terms permits transfer or assumption without lender
consent provided certain conditions are satisfied, that such conditions have
been satisfied. The Master Servicer or Special Servicer, as applicable, shall
enforce such due-on-sale clause unless the Special Servicer (in all cases,
including KeyBank Trust Mortgage Loans that are Performing Trust Mortgage Loans)
determines, in accordance with the Servicing Standard, that (1) not declaring an
Event of Default (as defined in the related Mortgage Loan Documents) or (2)
granting such consent, as applicable, would be likely to result in a greater
recovery (or an equal recovery, provided the other conditions for an assumption
or waiver of a due-on-sale clause are met), on a present value basis
(discounting at the related Mortgage Rate), than would enforcement of such
clause or the failure to grant such consent. If the Special Servicer determines
that (1) not declaring an Event of Default (as defined in the related Mortgage)
or (2) granting such consent, as applicable, would be likely to result in a
greater recovery (or an equal recovery, provided that the other conditions for
an assumption or waiver of a due-on-sale clause are met), the Master Servicer
(in the case of a KeyBank Trust Mortgage Loan that is a Performing Trust
Mortgage Loan) and the Special Servicer (in the case of any other Mortgage Loan)
shall take or enter into an assumption agreement from or with the proposed
transferee as obligor thereon, provided that (x) the credit status of the
prospective transferee is in compliance with the Servicing Standard and the
terms of the related Mortgage Loan Documents and (y) (A) with respect to any
Trust Mortgage Loan which is a Significant Trust Mortgage Loan, the Master
Servicer or the Special Servicer, as applicable, shall have received written
confirmation from S&P and (B) with respect to any Trust Mortgage Loan which is
one of the ten largest Trust Mortgage Loans by Stated Principal Balance of all
Trust Mortgage Loans at such time (treating any group of Crossed Trust Mortgage
Loans or any group of Trust Mortgage Loans with affiliated Borrowers as a single
Trust Mortgage Loan), the Master Servicer or the Special Servicer, as
applicable, shall have received written confirmation from Moody's, that such
assumption would not, in and of itself, cause a downgrade, qualification or
withdrawal of any of the then-current ratings assigned to the Certificates. To
the extent permitted by the related Mortgage Loan Documents, the Master Servicer
(in the case of a KeyBank Trust Mortgage Loan that is a Performing Trust
Mortgage Loan) and the Special Servicer (in the case of any other Mortgage Loan)
shall use reasonable efforts to cause the related Borrower to pay the costs of
such confirmation, otherwise, such costs shall be a Trust Fund expense.

            (ii) Notwithstanding the provisions of any Mortgage Loan,
      foreclosure by a Mezzanine Loan Holder on any Mezzanine Loan Collateral
      securing a Mezzanine Loan to an affiliate of the related Borrower shall
      not, for purposes of this Agreement, be deemed to be a violation of the
      due-on-sale clause of the related Mortgage Loan Documents or of clause (i)
      of this Section 3.08(a) so long as the foreclosing party is a Permitted
      Mezzanine Loan Holder, and other material requirements of the related
      intercreditor agreement are satisfied.

            (iii) Neither the Master Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(i). Neither the consent of the
      Master Servicer nor the consent of the Special Servicer shall be required
      for the foreclosure by a Permitted Mezzanine Loan Holder if an event of
      default has been declared under the related Mortgage Loan(s) (and each
      Rating Agency has been notified of such event of default), except as set
      forth in any related intercreditor agreement. In no event shall a
      Mezzanine Loan Holder be required to pay any assumption fee, modification
      fee or other service charge in connection with any foreclosure upon
      Mezzanine Loan Collateral, transfer of ownership of the related Mortgaged
      Property to such Mezzanine Loan Holder and/or assumption of the related
      Mortgage Loan; provided<184> that such Mezzanine Loan Holder may be
      required to reimburse the Master Servicer or Special Servicer, as
      applicable, for any costs or expenses incurred by it in connection with
      such foreclosure, transfer and/or assumption. Nothing herein shall prevent
      a Mezzanine Loan Holder from appointing a receiver or trustee with respect
      to any Mezzanine Loan Collateral, foreclosing upon any reserves, escrow
      accounts or cash collateral accounts pledged under the related Mezzanine
      Loan (provided none of such accounts have been pledged under the related
      Mortgage Loan) or otherwise taking an assignment of any cash flows from
      any Mezzanine Loan Collateral.

            (iv) Notwithstanding the foregoing provisions of this Section
      3.08(a), if the Master Servicer rejects a Borrower's request in connection
      with a due-on-sale clause with respect to a KeyBank Trust Mortgage Loan
      that is a Performing Trust Mortgage Loan, the Special Servicer may review
      and, subject to the conditions and provisions set forth in this Section
      3.08, determine to approve the Borrower's request.

            (b) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-encumbrance" clause), which by its terms:

            (i) provides that such Mortgage Loan shall (or, at the mortgagee's
      option, may) become due and payable upon (A) the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      (B) an encumbrance, pledge or hypothecation of direct or indirect
      ownership interests in the related Borrower or its owners (including any
      incurrence of mezzanine financing secured by ownership interests in the
      related Borrower or its owners or the creation of preferred equity in the
      related Borrower or its owners); or

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

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Master Servicer (with respect to any KeyBank Trust
Mortgage Loans that are Performing Trust Mortgage Loans) and Special Servicer
(with respect to any other Mortgage Loans) shall, if and to the extent
necessary, enforce such due-on-encumbrance clause; provided, that the Master
Servicer may not, without the consent of the Special Servicer (as set forth in
Section 3.08(c)), waive any due-on-encumbrance clause in, or consent to the
creation of any such additional lien or other encumbrance on the related
Mortgaged Property securing, any Trust Mortgage Loan, or make any determination
with respect to any Trust Mortgage Loan, which by its terms permits encumbrance
without lender consent provided certain conditions are satisfied, that such
conditions have been satisfied. The Master Servicer or Special Servicer shall
enforce such due-on-encumbrance clause unless the Special Servicer (in all
cases, including KeyBank Trust Mortgage Loans that are Performing Trust Mortgage
Loans): (x) determines, in accordance with the Servicing Standard, that (1) not
declaring an event of default under such Mortgage Loan or (2) granting such
consent, as applicable, would result in a greater or equal recovery on a present
value basis (discounting at the related Mortgage Rate) than would enforcement of
such clause or the failure to grant such consent; and (y)(A) with respect to any
Trust Mortgage Loan which (i) is a Significant Trust Mortgage Loan or (ii) by
itself, or as part of a Crossed Trust Mortgage Loan group or group of Trust
Mortgage Loans with affiliated Borrowers has (a) a Loan-to-Value Ratio equal to
or greater than 85% or (b) a Debt Service Coverage Ratio equal to or less than
1.2x (in each case, treating the existing debt on the subject Mortgaged Property
and the proposed additional debt as if such total debt were a single Trust
Mortgage Loan), receives (including, in the case of a KeyBank Trust Mortgage
Loan that is a Performing Trust Mortgage Loan, through the Master Servicer) from
S&P and (B) with respect to any Trust Mortgage Loan that is one of the ten
largest Trust Mortgage Loans by Stated Principal Balance of all Trust Mortgage
Loans at such time (treating any group of Crossed Trust Mortgage Loans or any
group of Trust Mortgage Loans with affiliated Borrowers as a single Trust
Mortgage Loan), receives (including, in the case of a KeyBank Trust Mortgage
Loan that is a Performing Trust Mortgage Loan, through the Master Servicer) from
Moody's, prior written confirmation that (1) not declaring an event of default
under such Mortgage Loan or (2) granting such consent, as applicable, would not,
in and of itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. To the extent permitted by
the related Mortgage Loan Documents, the Master Servicer (with respect to any
KeyBank Trust Mortgage Loans that are Performing Trust Mortgage Loans) or the
Special Servicer (with respect to all other Mortgage Loans) shall use reasonable
efforts to cause the Borrower to pay the costs associated with such Rating
Agency confirmation, otherwise, such costs shall be a Trust Fund expense.

            If the Special Servicer, in accordance with the Servicing Standard,
objects to the determination by the Master Servicer with respect to a Performing
Trust Mortgage Loan acquired from KeyBank, which by its terms permits transfer,
assumption or further encumbrance without lender consent provided certain
conditions are satisfied, that such conditions have been satisfied, then the
Master Servicer will not permit the transfer, assumption or further encumbrance
with respect to such Performing Trust Mortgage Loan. If the Special Servicer, in
accordance with the Servicing Standard, determines with respect to any other
Mortgage Loan, which by its terms permits transfer, assumption or further
encumbrance without lender consent provided certain conditions are satisfied,
that such conditions have not been satisfied, then the Master Servicer will not
permit the transfer, assumption or further encumbrance with respect to such
other Mortgage Loan.

            (iii) Notwithstanding the foregoing provisions of this Section
      3.08(b), if the Master Servicer rejects a Borrower's request in connection
      with a due-on-encumbrance clause with respect to a KeyBank Trust Mortgage
      Loan that is a Performing Trust Mortgage Loan, the Special Servicer may
      review and, subject to the conditions and provisions set forth in this
      Section 3.08, determine to approve the Borrower's request.

            (c) Any approval required to be obtained by the Master Servicer from
the Special Servicer for any action taken by the Master Servicer pursuant to
this Section 3.08 with respect to a KeyBank Trust Mortgage Loan that is a
Performing Trust Mortgage Loan (the giving of which approval shall be subject to
the Servicing Standard and Section 3.21) shall be deemed given if not denied in
writing within ten (10) Business Days (or, in the case of an assumption
transaction, 10 days) after receipt by the Special Servicer of the Master
Servicer's written recommendation and analysis and any additional information
requested by the Special Servicer or the Series 2004-C5 Directing
Certificateholder, as applicable. If any such action taken by the Master
Servicer pursuant to this Section 3.08 requires the approval of the Series
2004-C5 Directing Certificateholder, then such approval shall be deemed given if
not denied in writing within ten (10) Business Days (or, in the case of an
assumption transaction, 10 days), which 10-Business Day (or 10-day, as
applicable) period shall coincide with the Special Servicer's 10-Business Day
(or 10-day, as applicable) period to object set forth in the preceding sentence.
Nothing in this Section 3.08 shall constitute a waiver of the Trustee's right,
as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the Master
Servicer or the Special Servicer, as applicable, shall not agree to modify,
waive or amend any payment term of any Mortgage Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08, with
respect to any Performing Trust Mortgage Loans, the Master Servicer may (without
the consent of the Special Servicer) grant a Borrower's request for consent to
subject the related Mortgaged Property to an easement, right-of-way or similar
agreement for utilities, access, parking, public improvements or another similar
purpose and may consent to subordination of the related Mortgage Loan(s) to such
easement, right-of-way or similar agreement; provided that the Master Servicer
shall have determined (i) in accordance with the Servicing Standard that such
easement, right-of-way or similar agreement will not materially interfere with
the then-current use of the related Mortgaged Property or the security intended
to be provided by such Mortgage and will not materially or adversely affect the
value of such Mortgaged Property and (ii) that no REMIC Pool will fail to
qualify as a REMIC as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the Closing Date would be imposed on
either REMIC Pool as a result thereof; and provided, further that the Master
Servicer shall cause the Borrower to pay the costs (including attorneys' fees
and expenses) associated with the determination described in clause (ii).

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Mortgage Loan"), to
the extent permitted under the related Mortgage Loan Documents:

            (i) The Master Servicer shall effect such defeasance only through
      the purchase of non-callable U.S. government obligations satisfying the
      REMIC Provisions ("Defeasance Collateral") which purchase shall be made in
      accordance with the terms of the related Mortgage Loan Documents (except
      that the Master Servicer is authorized to accept Defeasance Collateral
      meeting the foregoing requirements in spite of more restrictive
      requirements of the related Mortgage Loan Documents); provided, however,
      that the Master Servicer shall not accept the amounts paid by the related
      Borrower to effect defeasance until such Defeasance Collateral has been
      identified; and provided, further, that no defeasance shall be accepted
      within two years after the Closing Date.

            (ii) If such Mortgage Loan permits the assumption of the obligations
      of the related Borrower by a successor Borrower, the Master Servicer shall
      cause the Borrower or such successor Borrower to pay all expenses incurred
      in connection with the establishment of a successor Borrower (which shall
      be a Single-Purpose Entity) and to cause an assumption by such successor
      Borrower of the defeased obligations under the related Note. The Master
      Servicer shall be permitted to establish a single Single-Purpose Entity to
      assume the defeased obligations under all of the Mortgage Loans that have
      been defeased.

            (iii) The Master Servicer shall cause to be delivered an Opinion of
      Counsel, at such Borrower's expense, to the effect that the assignment of
      the Defeasance Collateral to the Trustee is valid and enforceable (subject
      to certain customary qualifications and exceptions).

            (iv) The Master Servicer shall obtain, at the related Borrower's
      expense, a certificate from an Independent certified public accountant
      certifying that the Defeasance Collateral is sufficient to make all
      scheduled payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, (X) with respect to S&P, if such defeasance or partial
      defeasance of such Mortgaged Property relates to any Trust Mortgage Loan
      that (1) represents one of the ten largest Trust Mortgage Loans (which for
      purposes of this clause (v) shall include groups of Crossed Trust Mortgage
      Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) or
      (2) has a Stated Principal Balance at the time of defeasance of more than
      $20,000,000 or represents more than 5% of the aggregate Stated Principal
      Balance of all Trust Mortgage Loans at such time (which for purposes of
      this clause (v) shall include groups of Crossed Trust Mortgage Loans and
      groups of Trust Mortgage Loans made to affiliated Borrowers), the Master
      Servicer shall obtain, at the expense of the related Borrower, written
      confirmation from S&P that such defeasance would not, in and of itself,
      result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates; provided that, in the
      case of any Trust Mortgage Loan that is not a Trust Mortgage Loan covered
      by clause (1) or (2), the Master Servicer shall obtain confirmation from
      S&P unless the Master Servicer delivers to S&P a notice in the form
      attached hereto as Exhibit K within a reasonable time after the completion
      of the defeasance and (Y) with respect to Moody's, if such defeasance or
      partial defeasance or such Mortgaged Property relates to any Trust
      Mortgage Loan that represents one of the ten largest Loans of all Trust
      Mortgage Loans at such time, the Master Servicer shall obtain, at the
      expense of the related Borrower, written confirmation from Moody's that
      such defeasance would not, in and of itself, result in a downgrade,
      qualification or withdrawal of any of the then-current ratings assigned to
      the Certificates.

            (vi) Neither the Master Servicer nor the Special Servicer shall
      permit the release of any Mortgaged Property through defeasance unless the
      related Borrower establishes to the satisfaction of the Master Servicer or
      the Special Servicer that the lien on such Mortgaged Property will be
      released to facilitate the disposition thereof or to facilitate any other
      customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Trust Mortgage Loan so requires and provides
      for the related Borrower to pay the cost thereof, the Master Servicer
      shall require such Borrower to deliver or cause to be delivered an Opinion
      of Counsel to the effect that such release will not cause either REMIC
      Pool to fail to qualify as a REMIC at any time that any Certificates are
      outstanding or cause a tax to be imposed on the Trust Fund under the REMIC
      Provisions.

            (viii) Neither the Master Servicer nor the Special Servicer shall
      permit a partial defeasance with respect to any Mortgage Loan unless the
      Defeasance Collateral is sufficient to satisfy the payments and amount
      required pursuant to the related Mortgage Loan Documents with respect to
      such partial defeasance.

To the extent permitted under the related Mortgage Loan Documents, any costs to
the Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(f), or obtaining the
Rating Agency confirmations required by this Section 3.08(f), shall be borne by
the related Borrower as a condition to the Master Servicer's obligation to
effect the defeasance of the related Trust Mortgage Loan, or borne by the
related Mortgage Loan Seller (to the extent it is required to make such payment
under the related Mortgage Loan Purchase Agreement) or advanced as a Servicing
Advance by the Master Servicer, and otherwise shall be a Trust Fund expense. The
Master Servicer shall deliver all documents relating to the defeasance of any
Trust Mortgage Loan to the Trustee for inclusion in the related Mortgage File.

            (g) With respect to any Mortgage Loan that permits the related
Borrower to incur subordinate indebtedness secured by the related Mortgaged
Property, the Master Servicer or the Special Servicer, as applicable, shall
enforce the rights of the lender, if any, under the related Mortgage Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
Trust.

            (h) With respect to any Trust Mortgage Loan, subject to the related
Mortgage Loan Documents, neither the Master Servicer nor the Special Servicer
shall permit the related Borrower to substitute any real property, any rights
with respect to real property, or any other real property interest whatsoever
for the Mortgaged Property securing such Trust Mortgage Loan as of the Closing
Date without receipt of an Opinion of Counsel, at the expense of the Borrower,
to the effect that the substitution will not cause the related Trust Mortgage
Loan to fail to qualify as a "qualified mortgage" as defined under Section
860G(a)(3) of the Code while such Trust Mortgage Loan is owned by REMIC I.

            Section 3.09 Realization Upon Defaulted Mortgage Loans

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Mortgage
Loans as come into and continue in default, as to which no satisfactory
arrangements can be made for collection of delinquent payments, and which are
not released from the Trust Fund pursuant to any other provision hereof. In any
case in which a Mortgaged Property shall have suffered damage such that the
complete restoration of such property is not fully reimbursable by the hazard
insurance policies or flood insurance policies required to be maintained
pursuant to Section 3.07, the Master Servicer shall not be required to make a
Servicing Advance and expend funds toward the restoration of such property
unless (i) the Special Servicer has determined in its reasonable judgment in
accordance with the Servicing Standard that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders and
any affected B Loan Holder, as a collective whole, after reimbursement to the
Master Servicer for such Servicing Advance and interest thereon and (ii) the
Master Servicer has determined that such Servicing Advance together with accrued
and unpaid interest thereon, will be recoverable by the Master Servicer out of
the proceeds of liquidation of such Mortgaged Property, as contemplated in
Sections 3.05(a)(v) and 3.05(a)(vii) (or, if applicable, Section 3.04(e)). The
Master Servicer shall advance all costs and expenses incurred by the Special
Servicer in any such proceedings (such costs and expenses to be advanced by the
Master Servicer to the Special Servicer in accordance with Section 3.03(c) and
recoverable by the Master Servicer as a Servicing Advance); provided that, in
each case, such cost or expense would not, if incurred, constitute a
Nonrecoverable Servicing Advance.

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund and any affected B Loan
Holder, to make a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as
determined by the Special Servicer in its reasonable judgment taking into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan(s), the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy, the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a) and the results of any Appraisal obtained pursuant
to the following sentence, all such bids to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal performed with respect to such property, the cost of which Appraisal
shall be paid by the Master Servicer as a Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on either REMIC Pool under the REMIC Provisions or
      cause either REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Mortgage
Loan Combination, the related B Loan Holder), 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 CERCLA or any comparable law,
unless (as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed within the preceding 12 months by an Independent Person who
regularly conducts Environmental Assessments, and taking into account the
existence of any Environmental Insurance Policy covering such Mortgaged
Property, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property into compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Master Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund and/or, subject to the
applicable intercreditor, co-lender or similar agreement, any related B Loan
Holder, as a collective whole, perform such additional environmental testing as
it deems necessary and prudent to determine whether the conditions described in
clauses (i) and (ii) of the second preceding sentence have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to the related Mortgage Loan Purchase Agreement for which the
related Mortgage Loan Seller could be required to repurchase the related Trust
Mortgage Loan pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement, then the Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust Fund and any affected B Loan Holder, as
a collective whole, and consistent with the Servicing Standard (other than
proceeding to acquire title to the Mortgaged Property) and is hereby authorized
at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer and the
Certificateholders (or, if the Controlling Class of Certificates are held in
book-entry form, the Certificate Owners) of the Controlling Class, any affected
B Loan Holder and any Requesting Subordinate Certificateholder (at the expense
of such Requesting Subordinate Certificateholder) monthly regarding any actions
taken by the Special Servicer with respect to any Mortgaged Property securing a
defaulted Mortgage Loan as to which the environmental testing contemplated in
subsection (c) above has revealed that either of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Trust Mortgage Loan by the related Mortgage Loan
Seller or release of the lien of the related Mortgage on such Mortgaged
Property; provided, however, that with respect to each such report or
Environmental Assessment, if beneficial ownership of the Controlling Class
resides in more than one Certificateholder (or, if the Controlling Class of
Certificates are held in book-entry form, more than one Certificate Owner), the
Special Servicer shall be responsible only for the expense of providing the
first such copy thereof and shall be entitled to reimbursement from the Trust
Fund for the expense of any additional copies so provided. The Trustee shall,
upon request, forward all such reports to the Certificateholders (at the expense
of the requesting party) and each Rating Agency.

            (f) The Master Servicer shall report to the Internal Revenue Service
and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property that is
abandoned or foreclosed, the receipt of mortgage interests received in a trade
or business and the forgiveness of indebtedness with respect to any mortgaged
property required by Sections 6050J, 6050H and 6050P, respectively, of the Code.
The Special Servicer shall provide the Master Servicer with all information or
reports necessary to enable the Master Servicer to fulfill its obligations under
this Section 3.09(f) (and shall from time to time provide additional information
or reports promptly upon the Master Servicer's request therefor). The Master
Servicer shall deliver a copy of any such report to the Trustee.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property securing any defaulted Mortgage Loan is located and the terms of that
Mortgage Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Master Servicer and any affected B Loan Holder no
later than the first Business Day following the end of the Collection Period in
which such Final Recovery Determination was made.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer or Special Servicer, as the case may be, will
promptly notify the Trustee and request delivery of the related Mortgage File.
Any such notice and request shall be in the form of a Request for Release (and
shall include two copies) signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer) and shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account or a Mortgage Loan
Combination Custodial Account, as applicable pursuant to Section 3.04, or
remitted to the Master Servicer to enable such deposit, have been or will be so
deposited. Within six Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee (or, to the extent provided in Section 3.01(b), the Master Servicer or
the Special Servicer, as applicable) shall execute such instruments of
satisfaction, deeds of reconveyance and other documents as shall have been
furnished to it by the Master Servicer or the Special Servicer, and the Trustee
shall release and deliver the related Mortgage File to the Master Servicer or
Special Servicer, as the case may be. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Collection Account or any Mortgage Loan Combination Custodial Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall deliver to the Trustee two copies of a Request for Release
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer).
Upon receipt of the foregoing, the Trustee shall deliver the Mortgage File or
any document therein to the Master Servicer or the Special Servicer (or a
designee), as the case may be. Upon return of the Mortgage File to the Trustee,
the Trustee shall execute an acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of the lien of a Mortgage, or to
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. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee and, if applicable, the related
Junior Loan Holder(s) for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee or any related Junior Loan
Holder and certifying as to the reason such documents or pleadings are required,
that the proposed action is in the best interest of the Certificateholders (and,
in the case of a Mortgage Loan Combination, the related B Loan Holder(s)) (as a
collective whole) and that the execution and delivery thereof by the Trustee and
any related Junior Loan Holder, as the case may be, 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.

            (d) From time to time as is appropriate for servicing or foreclosure
of any B Loan, the Master Servicer or Special Servicer, as applicable, subject
to the related intercreditor, co-lender or similar agreement, shall request the
original of the related Note from the related B Loan Holder.

            Section 3.11 Servicing Compensation

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Trust Mortgage Loan and REO Trust Mortgage Loan (including Specially
Serviced Trust Mortgage Loans, Defeasance Mortgage Loans and Additional
Collateral Trust Mortgage Loans). As to each Trust Mortgage Loan and REO Trust
Mortgage Loan, the Master Servicing Fee shall accrue at the related Master
Servicing Fee Rate (in accordance with the same terms of the related Note as are
applicable to the accrual of interest at the Mortgage Rate) and shall be
computed on the basis of the same principal amount as interest accrues from time
to time on such Trust Mortgage Loan or is deemed to accrue from time to time on
such REO Trust Mortgage Loan, as the case may be, and for the same period
respecting which any related interest payment due on such Trust Mortgage Loan or
deemed due on such REO Trust Mortgage Loan, as the case may be, is computed. The
Master Servicing Fee with respect to any Trust Mortgage Loan or REO Trust
Mortgage Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. The Master Servicing Fee shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each Trust Mortgage Loan and REO Revenues
allocable as interest on each REO Trust Mortgage Loan. In no event will the
Master Servicer or any Primary Servicer be entitled to retain a servicing fee
from the amount of any P&I Advance, regardless of whether the related Borrower
is obligated to reimburse Master Servicing Fees or Primary Servicing Fees.

            KRECM (and its successors and assigns) shall also be entitled to
receive all Primary Servicing Fees on any Mortgage Loan, Serviced Loan
Combination and REO Mortgage Loan (including any Specially Serviced Mortgage
Loan, Additional Collateral Trust Mortgage Loan and Defeasance Mortgage Loan)
which is not serviced by a Primary Servicer. As to each Mortgage Loan, Serviced
Loan Combination and REO Mortgage Loan, the Primary Servicing Fee shall accrue
at the related Primary Servicing Fee Rate (in accordance with the same terms of
the related Note as are applicable to the accrual of interest at the Mortgage
Rate) and shall be computed on the basis of the same principal amount as
interest accrues from time to time on such Mortgage Loan or Serviced Loan
Combination or is deemed to accrue from time to time on such REO Mortgage Loan,
as the case may be, and for the same period respecting which any related
interest payment due on such Mortgage Loan or Serviced Loan Combination or
deemed due on such REO Mortgage Loan, as the case may be, is computed.
Notwithstanding anything herein to the contrary, KRECM (and its successors and
assigns) may, at its option and without restriction, assign or pledge to any
third party or retain for itself the Primary Servicing Fees to which KRECM is
entitled, and the right of KRECM (and its successors and assigns) to receive
such Primary Servicing Fees in accordance with the provisions hereof shall not
be terminated or reduced under any circumstance, including transfer of the
servicing or subservicing of the Mortgage Loans to another entity or the
resignation or termination of the Master Servicer; provided, however, that in
the event of any resignation or termination of KRECM as a Primary Servicer, the
Assignable Primary Servicing Fees may be reduced by the Trustee to the extent
reasonably necessary (in the discretion of the Trustee) to compensate any
replacement primary servicer for assuming the duties of KRECM as Primary
Servicer under this Agreement. Notwithstanding the foregoing, each Primary
Servicer shall be entitled to all Primary Servicing Fees on all Mortgage Loans
serviced under the applicable Primary Servicing Agreement, whether or not any of
such Mortgage Loans shall become Specially Serviced Mortgage Loans.

            The Master Servicer, on behalf of itself, the holder of the Excess
Servicing Strip and the Assignable Primary Servicing Fee, and any Primary
Servicer shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Mortgage Loan or REO Mortgage Loan required to
be serviced by it out of that portion of related payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Mortgage Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a). Subject to the second and fourth paragraphs of this Section
3.11(a), the right to receive the Master Servicing Fee (and, except to the
extent set forth in the Primary Servicing Agreement with respect to a Primary
Servicer and except as set forth in this Section 3.11(a), the related Primary
Servicing Fee) may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement. The parties hereto acknowledge that the annual
fees of each Rating Agency allocable to the Column Trust Mortgage Loans, the
KeyBank Trust Mortgage Loans, the LaSalle Trust Mortgage Loans and the Lehman
Trust Mortgage Loan have been paid on or prior to the Closing Date.

            Notwithstanding anything herein to the contrary, KRECM (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip, if any; provided that any assignee
or pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer
or Institutional Accredited Investor (other than a Plan); and provided, further,
that no transfer, sale, pledge or other assignment of the Excess Servicing Strip
shall be made unless that transfer, sale, pledge or other assignment is exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws; and provided, further,
that in the event of any resignation or termination of KRECM as the Master
Servicer, all or any portion of the Excess Servicing Strip may be reduced by the
Trustee to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to obtain a qualified successor Master Servicer (which
successor may include the Trustee) that meets the requirements of Section 6.04
and that requires market rate servicing compensation that accrues at a per annum
rate in excess of 0.005% per annum (one-half basis point). KRECM and each holder
of the Excess Servicing Strip desiring to effect a transfer, sale, pledge or
other assignment of the Excess Servicing Strip shall, and KRECM hereby agrees,
and each such holder of the Excess Servicing Strip by its acceptance of the
Excess Servicing Strip shall be deemed to have agreed, in connection with any
transfer of the Excess Servicing Strip effected by such Person, to indemnify the
Certificateholders, the Trust, the B Loan Holders, the Depositor, the
Underwriters, the Trustee, the Certificate Administrator, the Master Servicer,
the Certificate Registrar and the Special Servicer against any liability that
may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws
or is not made in accordance with such federal and state laws or in accordance
with the foregoing provisions of this paragraph. By its acceptance of the Excess
Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep
all information relating to the Trust and the Trust Fund and made available to
it by the Master Servicer confidential (except as permitted pursuant to clause
(iii) below or, in the case of the Master Servicer, as contemplated hereby in
the performance of its duties and obligations hereunder), (ii) not to use or
disclose such information in any manner that could result in a violation of any
provision of the Securities Act or other applicable securities laws or that
would require registration of the Excess Servicing Strip or any Non-Registered
Certificate pursuant to the Securities Act, and (iii) not to disclose such
information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than such holder's auditors,
legal counsel and regulators, except to the extent such disclosure is required
by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such holder or has become
generally available to the public other than as a result of disclosure by such
holder; provided, however, that such holder may provide all or any part of such
information to any other Person who is contemplating an acquisition of the
Excess Servicing Strip if, and only if, such Person (x) confirms in writing such
prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner that could
result in a violation of any provision of the Securities Act or other applicable
securities laws or that would require registration of the Excess Servicing Strip
or any Non-Registered Certificates pursuant to the Securities Act and not to
disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
Persons' auditors, legal counsel and regulators. From time to time following any
transfer, sale, pledge or assignment of the Excess Servicing Strip, the Person
then acting as the Master Servicer shall pay, out of each amount paid to such
Master Servicer as Master Servicing Fees with respect to any Trust Mortgage Loan
or REO Trust Mortgage Loan, as the case may be, the portion of the Excess
Servicing Strip attributable to such Trust Mortgage Loan or REO Trust Mortgage
Loan to the holder of the Excess Servicing Strip within one Business Day
following the payment of such Master Servicing Fees to the Master Servicer, in
each case in accordance with payment instructions provided by such holder in
writing to the Master Servicer. The holder of the Excess Servicing Strip shall
not have any rights under this Agreement except as set forth in the preceding
sentences of this paragraph.

            The Master Servicer shall pay the Excess Servicing Strip and the
Assignable Primary Servicing Fee to the holder of the Excess Servicing Strip and
the Assignable Primary Servicing Fee (i.e., KRECM or any such third party) at
such time and to the extent the Master Servicer is entitled to receive payment
of its Master Servicing Fees and Primary Servicing Fees hereunder,
notwithstanding any resignation or termination of KRECM hereunder.

            Additional master servicing compensation ("Additional Servicing
Compensation") in the form of (i) 100% of all assumption application fees and
50% of all assumption fees paid by the Borrowers on all Trust Mortgage Loans,
the Eastgate Mall Total Loan and the FedEx-Midway Total Loan that are not
Specially Serviced Trust Mortgage Loans (but only to the extent that all amounts
then due and payable with respect to such Trust Mortgage Loans have been paid),
(ii) all Penalty Charges actually collected on each Trust Mortgage Loan (other
than Specially Serviced Trust Mortgage Loans) but only to the extent that (A)
all amounts then due and payable with respect to such Trust Mortgage Loan
(including outstanding interest on all Advances accrued with respect to such
Trust Mortgage Loan) have been paid, (B) the Trust Fund has been reimbursed with
respect to any Advances made with respect to such Trust Mortgage Loan, together
with interest thereon if such interest was paid to the Master Servicer, Special
Servicer or the Trustee, as applicable, from a source of funds other than
Penalty Charges collected on such Trust Mortgage Loan and (C) the Trust Fund has
been reimbursed for any Additional Trust Fund Expenses incurred since the
Closing Date with respect to such Trust Mortgage Loan and previously paid from a
source other than Penalty Charges on such Trust Mortgage Loan, (iii) all charges
for beneficiary statements or demands and amounts collected for checks returned
for insufficient funds, (iv) all commercially reasonable fees actually collected
on or with respect to Trust Mortgage Loan modifications and other actions for
which the Master Servicer is responsible pursuant to Section 3.20 (but only to
the extent that all amounts then due and payable after giving effect to any
modification with respect to the related Trust Mortgage Loan have been paid),
(v) all reasonable and customary consent fees, waiver fees, release fees and
fees in connection with defeasance, if any, and (vi) all other customary
charges, in each case only to the extent actually paid by the related Borrower,
shall be retained by the Master Servicer and shall not be required to be
deposited in the Collection Account or any Mortgage Loan Combination Custodial
Account pursuant to Section 3.04. Notwithstanding anything to the contrary in
clause (ii) of the first sentence of this paragraph or in the last paragraph of
Section 3.11(b), (x) the Master Servicer shall be entitled to that portion, if
any, of a Penalty Charge collected on a Specially Serviced Trust Mortgage Loan
that accrued prior to the related Servicing Transfer Event and (y) if the
Special Servicer has partially waived any Penalty Charge part of which accrued
prior to the related Servicing Transfer Event, any collections in respect of
such Penalty Charge shall be shared pro rata by the Master Servicer and the
Special Servicer based on the respective portions of such Penalty Charge to
which they would otherwise have been entitled.

            The Master Servicer also shall be entitled to receive and retain
additional servicing compensation in the form of: (i) interest or other income
earned on deposits relating to the Trust Fund in the Collection Account and any
Mortgage Loan Combination Custodial Accounts, maintained by the Master Servicer
in accordance with Section 3.06 (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period);
(ii) interest earned on deposits in any Cash Collateral Account, any Lockbox
Account and the Servicing Accounts maintained by the Master Servicer that is not
required by applicable law or the related Trust Mortgage Loan to be paid to the
Borrower; and (iii) collections representing Prepayment Interest Excesses for
any Distribution Date (except to the extent necessary to offset Prepayment
Interest Shortfalls for such Distribution Date).

            Without limiting its rights under any other agreement or
arrangement, the Master Servicer shall not be entitled to any Master Servicing
Fees or any other compensation hereunder with respect to the CBA B Loans.

            Except as specifically provided in this Agreement, the Master
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 due for premiums for any blanket or master
single interest Insurance Policy insuring against hazard losses pursuant to
Section 3.07), if and to the extent such expenses are not payable directly out
of the Collection Account or any Mortgage Loan Combination Custodial Account,
and the Master Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.

            In respect of each Broker Strip Loan, the Master Servicer shall, on
a monthly basis, by the last day of the month following the month in which the
Master Servicer collected such Broker Strip, remit to the applicable Broker
Strip Payee the amount of the Broker Strip so collected.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Mortgage Loan. As to each such
Specially Serviced Mortgage Loan or REO Mortgage Loan, the Special Servicing Fee
shall accrue at the Special Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Mortgage Loan or REO Mortgage Loan and for
the same period respecting which any related interest payment due on such
Specially Serviced Mortgage Loan or deemed to be due on such REO Mortgage Loan
is computed. The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof or, in the case of a Specially Serviced Mortgage Loan,
when all applicable Servicing Transfer Events cease to exist as described in the
definition of "Servicing Transfer Event". The Special Servicing Fee shall be
payable monthly, on a loan-by-loan basis, to the extent permitted by Section
3.05(a). The right to receive 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.

            Additional servicing compensation in the form of (i) 100% of all
assumption fees and assumption application fees on all Specially Serviced
Mortgage Loans, (ii) 50% of all assumption fees on any Mortgage Loans other than
Specially Serviced Mortgage Loans and (iii) all commercially reasonable
extension fees and all fees received on or with respect to Trust Mortgage Loan
modifications, waivers and consents for which the Special Servicer is
responsible pursuant to Section 3.20(a), but only to the extent actually
collected from the related Borrower and only to the extent that all amounts then
due and payable after giving effect to any modification with respect to the
related Trust Mortgage Loan (including those payable to the Master Servicer
pursuant to Section 3.11(a)) have been paid, shall be promptly paid to the
Special Servicer by the Master Servicer and shall not be required to be
deposited in the Collection Account or any Mortgage Loan Combination Custodial
Account pursuant to Section 3.04.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate. The Workout Fee shall be payable out of,
and shall be calculated by application of the Workout Fee Rate to, each
collection of interest, other than Default Interest and Excess Interest, and
principal (including scheduled payments, prepayments, Balloon Payments, payments
at maturity and payments received with respect to a partial condemnation of a
Mortgaged Property securing a Specially Serviced Mortgage Loan) received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
Mortgage Loan again becomes a Specially Serviced Mortgage Loan; provided that a
new Workout Fee will become payable if and when such Mortgage Loan again becomes
a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Mortgage
Loans at the time of such termination or resignation (or for any Specially
Serviced Mortgage Loan that had not yet become a Corrected Mortgage Loan because
at the time the Special Servicer was terminated or resigned the Borrower had not
made three consecutive monthly debt service payments and subsequently the
Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan), 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 terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Trust Mortgage Loan repurchased by the applicable Mortgage Loan
Seller after the Initial Resolution Period as described in Section 2.03, any
Specially Serviced Mortgage Loan or REO Mortgage Loan as to which the Special
Servicer receives a full, partial or discounted payoff with respect thereto from
the related Borrower or any Liquidation Proceeds with respect thereto, equal to
the product of (i) the Liquidation Fee Rate and (ii) the proceeds of such
repurchase or full, partial or discounted payoff or the net Liquidation Proceeds
(net of the related costs and expenses associated with the related liquidation)
related to such repurchased Trust Mortgage Loan or liquidated Specially Serviced
Mortgage Loan or REO Mortgage Loan, as the case may be (in each such case,
however, exclusive of any portion of such payoff and/or proceeds that represents
Penalty Charges and/or Excess Interest); provided, however, that no Liquidation
Fee shall be payable out of, or in connection with the receipt of, Liquidation
Proceeds received as a result of the repurchase or replacement of any Trust
Mortgage Loan in connection with a Material Breach or Material Defect by the
related Mortgage Loan Seller or, in the case of a Column Trust Mortgage Loan, by
the Column Performance Guarantor as contemplated by Section 2.03 (so long as
such repurchase or replacement occurs within the applicable cure period set
forth in the related Mortgage Loan Purchase Agreement, as such cure period may
be extended in accordance with the related Mortgage Loan Purchase Agreement),
the purchase of the Eastgate Mall Loan within the time period provided for in
the Eastgate Mall Intercreditor Agreement by any Eastgate Mall Junior Loan
Holder pursuant to or as contemplated by the Eastgate Mall Intercreditor
Agreement, the purchase of the FedEx-Midway Loan within the time period provided
for in the FedEx-Midway Intercreditor Agreement by the FedEx-Midway B Loan
Holder pursuant to or as contemplated by the FedEx-Midway Intercreditor
Agreement, the purchase of any Defaulted Trust Mortgage Loan by the Special
Servicer or any Affiliate thereof pursuant to Section 3.18, the purchase of any
CBA A Loan by the related B Loan Holder pursuant to the related CBA A/B
Intercreditor Agreement so long as such purchase occurs within 90 days of the
Servicing Transfer Event, the purchase of any Trust Mortgage Loan by any related
Mezzanine Loan Holder (but only so long as such purchase occurs within 60 days
of the Mezzanine Loan Holder's option in the related intercreditor agreement
first becoming exercisable) or the purchase of all the Trust Mortgage Loans and
REO Properties in the Trust Fund by Holders of more than 50% of the Percentage
Interests in the Controlling Class, the Special Servicer or the Master Servicer
pursuant to Section 9.01.

            Notwithstanding anything in this Agreement to the contrary, no
Liquidation Fee will be payable under the circumstances set forth in the proviso
in the preceding paragraph. If, however, Liquidation Proceeds are received with
respect to any Corrected Mortgage Loan and 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 on such Trust Mortgage Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Mortgage Loan (but only to
the extent actually collected from the related Borrower and to the extent that
(i) all amounts then due and payable with respect to such Specially Serviced
Mortgage Loan (including outstanding interest on all Advances accrued with
respect to such Specially Serviced Mortgage Loan) have been paid, (ii) the Trust
Fund has been reimbursed with respect to any Advances made with respect to such
Specially Serviced Mortgage Loan, together with interest thereon if such
interest was paid to the Master Servicer, Special Servicer or the Trustee, as
applicable, from a source of funds other than Penalty Charges collected on such
Specially Serviced Mortgage Loan, and (iii) the Trust Fund has been reimbursed
for any Additional Trust Fund Expenses incurred since the Closing Date with
respect to such Specially Serviced Mortgage Loan and previously paid from a
source other than Penalty Charges on such Trust Mortgage Loan). 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 or master single interest Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Collection Account, a Mortgage Loan
Combination Custodial Account or the REO Account, and the Special Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement.

            Notwithstanding the foregoing provisions of this Section 3.11(b),
Special Servicing Fees, Workout Fees and Liquidation Fees earned with respect to
any A Loan, any successor REO Trust Mortgage Loan with respect thereto or any
related REO Property shall be payable out of the related Mortgage Loan
Combination Custodial Account, to the maximum extent permitted by the related
Intercreditor Agreement, before being paid out of the Collection Account. The
Special Servicer shall be entitled to such compensation with respect to the B
Loans as is provided under the respective Intercreditor Agreements; provided
that, in no such case, shall the payment of any such compensation reduce amounts
otherwise payable to the Certificateholders with respect to the related A Loan.

            Section 3.12 Reports to the Certificate Administrator

            (a) The Master Servicer shall deliver to the Certificate
Administrator and the Special Servicer, no later than 2:00 p.m. New York City
time on the second Business Day prior to each Distribution Date beginning in
January 2005, the CMSA Loan Periodic Update File with respect to the subject
Distribution Date. As to each Trust Mortgage Loan and REO Property (or related
REO Trust Mortgage Loan), to the extent that the relevant information is not
included as part of the CMSA Loan Periodic Update File, the Master Servicer
shall provide to the Special Servicer, by the close of business on each
Distribution Date and in a mutually agreeable electronic format, the amount of
each outstanding Advance and the interest accrued thereon as of the related
Determination Date.

            (b) Notwithstanding the foregoing, because the Master Servicer will
not receive the Servicing Files until the Closing Date and will not have
sufficient time to review and analyze such Servicing Files before the initial
Distribution Date, the parties agree that the CMSA Loan Periodic Update File
required to be delivered by the Master Servicer in January 2005 will be based
solely upon information generated from actual collections received by the Master
Servicer and from information the Depositor delivers or causes to be delivered
to the Master Servicer (including but not limited to information prepared by
third-party servicers of the subject Trust Mortgage Loans with respect to the
period prior to the Closing Date).

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in March 2005 (or with respect to clause
(viii) below, in January 2005), the Master Servicer shall deliver or cause to be
delivered to the Certificate Administrator the following reports with respect to
the Trust Mortgage Loans (and, if applicable, the related REO Properties,
providing the required information as of the related Determination Date): (i) a
CMSA Comparative Financial Status Report, (ii) a CMSA Delinquent Loan Status
Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report;
(vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan
Set-up File and (ix) a CMSA Financial File. Such reports shall be in CMSA format
(as in effect from time to time) and shall be in an electronic format reasonably
acceptable to both the Certificate Administrator and the Master Servicer.

            (d) The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any
supplemental information to be provided by the Master Servicer to the
Certificate Administrator. Without limiting the generality of the foregoing, not
later than 2:00 p.m. (New York City time) on the Business Day following each
Determination Date, beginning in January 2005, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer (on a
computer readable medium reasonably acceptable to the Master Servicer and the
Special Servicer) the following reports (or data files relating to reports of
the Master Servicer) with respect to the Specially Serviced Mortgage Loans and
REO Properties, providing the required information as of such Determination
Date: (i) a CMSA Property File; (ii) a CMSA Loan Periodic Update File (which, in
each case, if applicable, will identify each of the subject Mortgage Loans by
loan number and property name); (iii) a CMSA Delinquent Loan Status Report; (iv)
a CMSA Comparative Financial Status Report; (v) a CMSA Historical Liquidation
Report; (vi) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (vii) a CMSA REO Status Report; and (viii) a CMSA Special Servicer Loan
File.

            (e) Notwithstanding the foregoing, the failure of the Master
Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed pursuant to this Section 3.12 shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would
violate any applicable law or any provision of a Mortgage Loan Document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties, would constitute a waiver of the attorney-client privilege
on behalf of the Trust or would otherwise materially harm the Trust Fund. The
Master Servicer or the Special Servicer may affix to any information provided by
it any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

            (f) The Master Servicer shall deliver or cause to be delivered to
the Certificate Administrator the following materials, in each case to the
extent that such materials or the information on which they are based are
required to be delivered pursuant to the related Mortgage Loan Documents and
have been received by the Master Servicer:

                  (A) At least annually by May 31, commencing May 31, 2005, or
            as soon thereafter as is reasonably practicable based upon when, and
            the format in which, the Master Servicer has received the subject
            information, with respect to each Trust Mortgage Loan and REO Trust
            Mortgage Loan (to the extent prepared by and timely received from
            the Special Servicer in the case of any Specially Serviced Trust
            Mortgage Loan or REO Trust Mortgage Loan), a CMSA Operating
            Statement Analysis Report and CMSA NOI Adjustment Worksheet for the
            related Mortgaged Property or REO Property as of the end of the
            preceding fiscal year, based upon (and accompanied by copies of) the
            operating statements and rent rolls (but only to the extent the
            related Borrower delivers such information to the Master Servicer or
            the Special Servicer and, with respect to operating statements and
            rent rolls for Specially Serviced Trust Mortgage Loans and REO
            Properties, to the extent timely delivered by the Special Servicer
            to the Master Servicer) for the related Mortgaged Property or REO
            Property as of the end of the preceding fiscal year.

                  (B) Commencing with respect to the calendar quarter ending
            March 31, 2005, the Master Servicer shall use its reasonable efforts
            (but shall not be required to institute litigation) to obtain
            quarterly and annual operating statements and rent rolls with
            respect to each of the Trust Mortgage Loans, other than Specially
            Serviced Trust Mortgage Loans, which efforts shall include sending a
            letter to the related Borrower each quarter (followed up with
            telephone calls) requesting such quarterly and annual operating
            statements and rent rolls by no later than 60 days after the subject
            fiscal quarter or 90 days after the subject fiscal year, as
            applicable, to the extent such action is consistent with applicable
            law, the terms of such Trust Mortgage Loans and the Servicing
            Standard. The Master Servicer shall (to the extent not delivered
            pursuant to the preceding paragraph) deliver copies of all of the
            foregoing items so collected to the Special Servicer, the Series
            2004-C5 Directing Certificateholder and any Requesting
            Certificateholder (at the expense of such requesting Holder) and,
            upon request, the Certificate Administrator, (x) in the case of
            quarterly operating statements and rent rolls, within the later of
            (A) 60 days after the subject fiscal quarter and (B) 45 days
            following receipt by the Master Servicer of such operating
            statements and rent rolls (or, if received from the Special
            Servicer, 15 days following such receipt), and (y) in the case of
            annual operating statements and rent rolls, not later than the later
            of (A) May 31 of each calendar year, commencing May 31, 2005, and
            (B) 45 days following receipt by the Master Servicer of such
            operating statements and rent rolls (or, if received from the
            Special Servicer, 15 days following such receipt).

                  (C) The Master Servicer shall maintain a CMSA Operating
            Statement Analysis Report for each Mortgaged Property (other than
            any such Mortgaged Property which is an REO Property or constitutes
            security for a Specially Serviced Trust Mortgage Loan) that shall be
            prepared or, once prepared, updated by the Master Servicer and
            delivered to the Certificate Administrator within 30 days after
            receipt by the Master Servicer of updated operating statements for
            such Mortgaged Property; provided that the Master Servicer shall not
            be required to update the CMSA Operating Statement Analysis Reports
            more often than quarterly or such other longer period as operating
            statements are required to be delivered to the lender by the
            Borrower pursuant to the related Mortgage Loan Documents.

The Special Servicer will be required pursuant to Section 3.12(g) to deliver to
the Master Servicer the information required pursuant to this Section 3.12(f)
with respect to Specially Serviced Trust Mortgage Loans and REO Trust Mortgage
Loans after its receipt of any operating statement or rent rolls for any related
Mortgaged Property or REO Property.

            (g) The Special Servicer shall deliver or cause to be delivered to
the Master Servicer and, upon the request of the Certificate Administrator, the
Depositor or any Rating Agency, to any such requesting party, the following
materials, in each case to the extent that such materials or the information on
which they are based are required to be delivered by the Borrower pursuant to
the related Mortgage Loan Documents and have been received by the Special
Servicer:

                  (A) Annually, on or before April 30 of each year, commencing
            in April 30, 2005, or as soon thereafter as is reasonably
            practicable based upon when, and the format in which, the Special
            Servicer has received the subject information, with respect to each
            Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan,
            a CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
            Worksheet, both in written form and in electronic format reasonably
            acceptable to the Master Servicer, the Special Servicer and the
            Certificate Administrator for the related Mortgaged Property or REO
            Property as of the end of the preceding fiscal year (but only to the
            extent the Special Servicer has received such information from the
            Master Servicer at the time of the servicing transfer pursuant to
            Section 3.21 as is necessary to prepare the related CMSA Operating
            Statement Analysis Report and CMSA NOI Adjustment Worksheet on a
            prospective basis), based upon (and accompanied by copies of) the
            operating statements and rent rolls for the related Mortgaged
            Property or REO Property as of the end of the preceding fiscal year.

                  (B) The Special Servicer shall use its reasonable efforts (but
            shall not be required to institute litigation) to obtain quarterly
            and annual operating statements and rent rolls with respect to each
            Mortgaged Property constituting security for a Specially Serviced
            Trust Mortgage Loan, which efforts shall include sending a letter to
            the related Borrower or other appropriate party each quarter
            (followed up with telephone calls) requesting such annual operating
            statements and rent rolls by no later than 60 days after the subject
            fiscal quarter or 90 days after the subject fiscal year, as
            applicable, and shall cause quarterly and annual operating
            statements and rent rolls to be prepared and delivered to it with
            respect to each REO Property within 60 days after each fiscal
            quarter or 90 days after each fiscal year, as applicable. The
            Special Servicer shall (to the extent not delivered pursuant to the
            preceding paragraph) deliver copies of all of the foregoing items so
            collected to the Master Servicer, the Series 2004-C5 Directing
            Certificateholder and any Requesting Certificateholder (at the
            expense of such requesting Holder), and upon request, the Trustee,
            the Certificate Administrator and the Depositor, (x) in the case of
            quarterly operating statements and rent rolls, within the later of
            (A) 60 days after such quarter and (B) 20 days following receipt by
            the Special Servicer of such operating statements and rent rolls,
            and (y) in the case of annual operating statements and rent rolls,
            not later than the later of (A) April 30 of each calendar year and
            (B) 20 days following receipt by the Special Servicer of such
            operating statements and rent rolls.

                  (C) The Special Servicer shall maintain a CMSA Operating
            Statement Analysis Report, both in written form and in electronic
            format reasonably acceptable to the Master Servicer, the Special
            Servicer, the Trustee and the Certificate Administrator, for each
            Mortgaged Property which constitutes security for a Specially
            Serviced Trust Mortgage Loan or is an REO Property that shall be
            prepared or, once prepared, updated by the Special Servicer and
            delivered to the Master Servicer within 10 days after receipt by the
            Special Servicer of updated operating statements for each such
            Mortgaged Property; provided that the Special Servicer shall not be
            required to update the CMSA Operating Statement Analysis Reports
            more often than quarterly.

            (h) The Master Servicer's responsibilities under this Section 3.12
with respect to REO Properties and Specially Serviced Trust Mortgage Loans shall
be subject to the satisfaction of the Special Servicer's obligations under this
Section 3.12 and Section 3.21. The information that pertains to Specially
Serviced Trust Mortgage Loans and REO Properties reflected in the reports
referred to in this Section 3.12 shall be based solely upon the reports
delivered by the Special Servicer to the Master Servicer. For the purposes of
the production by the Master Servicer or the Special Servicer of any reports,
documents or information required under this Section 3.12 or under any other
provision of this Agreement, the Master Servicer or the Special Servicer, as the
case may be, may conclusively rely (absent manifest error and without
investigation, inquiry, independent verification or any duty or obligation to
recompute, verify or recalculate any of the amounts and other information
contained in any such reports, documents or information) on any such reports,
documents or information provided to it by the Depositor, by the related
Mortgage Loan Seller, by the related Borrower or (x) in the case of any such
reports, documents or information produced by the Master Servicer, by the
Special Servicer (if other than the Master Servicer or an Affiliate thereof) and
(y) in the case of any such reports, documents and information produced by the
Special Servicer, by the Master Servicer (if other than the Special Servicer or
an Affiliate thereof). The Certificate Administrator and the Trustee shall be
entitled to conclusively rely on and shall not be responsible for the content or
accuracy of any reports, documents or information provided to it by the Master
Servicer or the Special Servicer pursuant to this Agreement, without any duty or
obligation to recompute, verify or recalculate any of the amounts and other
information stated therein.

            (i) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the 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 the Master Servicer's internet 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 by Section 3.26; provided, that all reports required to be
delivered to the Certificate Administrator shall be delivered in accordance with
clause (x) or (y).

            (j) The Master Servicer shall, with the reasonable cooperation of
the other parties hereto, deliver to each B Loan Holder all documents,
statements, reports and information with respect to the related B Loan and/or
the related Mortgaged Property as may be required under the related
Intercreditor Agreement.

            Section 3.13 Annual Statement as to Compliance

            The Master Servicer and the Special Servicer shall each deliver to
the Trustee, the Certificate Administrator, the Rating Agencies, the Depositor,
the Series 2004-C5 Directing Certificateholder and any Junior Loan Holder (at
such Junior Loan Holder's expense) on or before May 1 of each year, beginning in
2005), an Officer's Certificate of the Master Servicer or Special Servicer
stating that, among other things, to the best of such officer's knowledge, the
Master Servicer or Special Servicer, as the case may be, has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects
throughout the preceding year (or such shorter period as may be applicable) or,
if there has been a material default, specifying each material default known to
such officer, the nature and status of such default and the action proposed to
be taken with respect thereto, and whether the Master Servicer or the Special
Servicer, as the case may be, has received any notice regarding qualification,
or challenging the status, of either REMIC Pool as a REMIC or Grantor Trust V as
a Grantor Trust from the IRS or any other governmental agency or body (or, if it
has received any such notice, specifying the details thereof); provided that
each of the Master Servicer and Special Servicer shall be required to deliver
such Officer's Certificate by March 15 in 2005 or in any given year thereafter
if it has received written confirmation from the Trustee, the Certificate
Administrator or the Depositor by January 31 of that year that an Annual Report
on Form 10-K is required to be filed in respect of the Trust for the preceding
calendar year. The Depositor hereby directs the Certificate Administrator to
notify the Master Servicer and the Special Servicer that an Annual Report on
Form 10-K shall be required to be filed with respect to the Trust for 2004. The
Certificate Administrator shall deliver such Officer's Certificate, upon
request, to any Certificateholder. If the same entity acts as Master Servicer
and Special Servicer, the foregoing may be delivered as a single certificate.

            Section 3.14 Reports by Independent Public Accountants

            On or before May 1 for each year, beginning in 2005, the Master
Servicer and the Special Servicer (the "reporting person"), each at the
reporting person's expense, shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person) which is a member of the American Institute of Certified
Public Accountants ("AICPA") to furnish a statement (an "Accountant's
Statement") to the Trustee, the Certificate Administrator, the Depositor and the
Rating Agencies, the Series 2004-C5 Directing Certificateholder and any Junior
Loan Holder (at such Junior Loan Holder's expense) to the effect that such firm
has examined certain documents and records relating to the servicing of the
Mortgage Loans and/or similar mortgage loans under this Agreement and/or similar
agreements during the previous calendar year and that, on the basis of such
examination conducted substantially in compliance with generally accepted
auditing standards and the Uniform Single Attestation Program for Mortgage
Bankers or the Audit Program for Mortgages serviced for FHLMC, such servicing
has been conducted during the previous calendar year in compliance with the
minimum servicing standards, to the extent applicable to multifamily and
commercial mortgage loans, identified in generally accepted auditing standards
and the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC, in all material respects, except for
such significant exceptions or errors in records that, in the opinion of such
firm, generally accepted auditing standards and the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC, as applicable, require it to report, in which case such exceptions and
errors shall be so reported; provided that the Master Servicer and Special
Servicer shall be required to cause the delivery of its Accountant's Statement
by March 15 in 2005 or in any given year thereafter if it has received written
confirmation from the Trustee, the Certificate Administrator or the Depositor by
January 31 of that year that a Report on Form 10-K is required to be filed in
respect of the Trust for the preceding calendar year. The Depositor hereby
directs the Certificate Administrator to notify the Master Servicer and the
Special Servicer that an Annual Report on Form 10-K shall be required to be
filed with respect to the Trust for 2004.

            Each reporting person shall obtain from the related accountants, or
shall prepare, an electronic version of each Accountant's Statement and provide
such electronic version to the Certificate Administrator for filing in
accordance with the procedures set forth in Section 3.26 hereof. In rendering
such statement, such firm may rely, as to matters relating to direct servicing
of mortgage loans by Sub-Servicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers (rendered within one year of such statement) of
independent public accountants with respect to the related Sub-Servicer.

            Section 3.15 Access to Certain Information

            (a) Each of the Master Servicer and the Special Servicer shall
provide reasonable access during its normal business hours at each of its
principal servicing offices to any Certificateholder, Certificate Owner or
holder of a security backed by a B Loan that is, or is affiliated with, a
federally insured financial institution, the Trustee, the Certificate
Administrator, the Depositor, each Rating Agency, to the Master Servicer or to
the Special Servicer, as applicable, and to the OTS, the FDIC, the Federal
Reserve Board and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder, Certificate
Owner or holder of a security backed by a B Loan, access to any documentation
regarding the Mortgage Loans and the Trust Fund (or, in the case of a holder of
a security backed by a B Loan, regarding such B Loan) within its control which
may be required by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that the Master
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. The Master Servicer and Special Servicer may satisfy any obligation or
request to provide information or copies of any reports or documents described
in this Section 3.15 by (x) physically delivering a paper copy of such
information, reports or documents, (y) delivering such information, reports or
documents in a commonly used electronic format or (z) making such information,
reports or documents available on its Website; provided, that all reports
required to be delivered to the Certificate Administrator shall be delivered in
accordance with clause (x) or (y).

            Nothing in this Section 3.15 shall detract from the obligation of
the Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require the Master Servicer or Special Servicer to confirm, represent or warrant
the accuracy or completeness of any other Person's information or report,
including any communication from the Master Servicer, the Special Servicer, a
Borrower or any other Person. Notwithstanding the above, the Master Servicer and
Special Servicer shall not have any liability to the Depositor, the Trustee, the
Certificate Administrator, any Certificateholder, any Certificate Owner, the
Initial Purchaser, any Underwriter, any Rating Agency or any other Person to
whom it delivers information pursuant to and in accordance with this Section
3.15 or any other provision of this Agreement for federal, state or other
applicable securities law violations relating to the disclosure of such
information, unless the Master Servicer or Special Servicer, as the case may be,
acted with negligence, bad faith or willful misfeasance. The Master Servicer and
the Special Servicer may each deny any of the foregoing Persons access to
confidential information or any intellectual property which the Master Servicer
or the Special Servicer is restricted by license or contract from disclosing.
Notwithstanding the foregoing, the Master Servicer and the Special Servicer
shall maintain separate from such confidential information and intellectual
property, all documentation regarding the Mortgage Loans and REO Properties that
is not confidential.

            (b) The Master Servicer and the Special Servicer may, in accordance
with such reasonable rules and procedures as it may adopt, also make available
through its Website or otherwise, any additional information relating to the
Trust Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by
the Depositor, the Rating Agencies and any other Persons to whom the Master
Servicer or the Special Servicer believes such disclosure is appropriate, in
each case except to the extent doing so is prohibited by applicable law or by
the related Trust Mortgage Loan.

            (c) The Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, for review by the Depositor, the Trustee, the Certificate Administrator,
any B Loan Holder (or its designee), the Rating Agencies, any Certificateholder,
any Certificate Owner, any prospective transferee of a Certificate or an
interest therein (or any licensed or registered investment adviser acting on its
behalf) and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate, or shall
send such items to any requesting party (at the expense of such requesting
party, except in the case of the Series 2004-C5 Directing Certificateholder (so
long as the requests are not excessive or duplicative), any B Loan Holder (or
its designee) (so long as the requests are not excessive or duplicative), the
Trustee, the Certificate Administrator and the Rating Agencies, and except as
otherwise provided in the last sentence of this paragraph): (i) all financial
statements, occupancy information, rent rolls, retail sales information, average
daily room rates and similar information received from the respective Borrowers
or otherwise obtained by the Master Servicer or the Special Servicer, as
applicable, (ii) the inspection reports prepared by or on behalf of the Master
Servicer or the Special Servicer, as applicable, with respect to the respective
Mortgaged Properties in connection with the property inspections pursuant to
Section 3.19, (iii) any appraisals and/or internal valuations prepared by or on
behalf of the Master Servicer or the Special Servicer, as applicable, with
respect to the respective Mortgaged Properties in accordance with this
Agreement, (iv) any and all modifications, waivers and amendments of the terms
of a Trust Mortgage Loan entered into by the Master Servicer or the Special
Servicer, as applicable, and (v) any and all officer's certificates and other
evidence delivered to the Trustee, the Certificate Administrator and the
Depositor to support the Master Servicer's determination that any Advance was,
or if made would be, a Nonrecoverable Advance. Copies of all such information
shall be delivered by the Master Servicer or the Special Servicer, as
applicable, upon request, not more frequently than quarterly to the
Certificateholders (or, if the Controlling Class of Certificates is held in
book-entry form, the Certificate Owners) of the Controlling Class (as identified
by the related Depository Participant and for so long as such Class remains
outstanding) at the address specified by such Certificate Owners; provided,
however, that if beneficial ownership of the Controlling Class resides in more
than one Certificateholder or Certificate Owner, as applicable, the Master
Servicer or the Special Servicer, as applicable, shall be responsible only for
the expense of providing the first such copy of such information and shall be
entitled to reimbursement from the requesting party for the expense of any
additional copies so provided.

            (d) With respect to any information furnished by the Master Servicer
or the Special Servicer pursuant to the foregoing provisions of this Section
3.15, the Master Servicer or the Special Servicer, as the case may be, shall be
entitled to (i) indicate the source of such information and affix thereto any
disclaimer it deems appropriate in its discretion and/or (ii) require that the
recipient of such information acknowledge that the Master Servicer or the
Special Servicer may contemporaneously provide such information to the
Depositor, the Trustee, the Certificate Administrator, the Initial Purchaser,
any Underwriter, any Rating Agency and/or Certificateholders or Certificate
Owners. Without limiting the foregoing, in connection with providing access to
or copies of the items described above in this Section 3.15 to
Certificateholders, Certificate Owners, the Series 2004-C5 Directing
Certificateholder, prospective purchasers of Certificates or interests therein,
a licensed or registered investment advisor acting on behalf of any of the
foregoing, the Master Servicer or the Special Servicer, as the case may be,
shall require: (i) in the case of Certificateholders, Certificate Owners and the
Series 2004-C5 Directing Certificateholder (or licensed or registered investment
advisors acting on their behalf), a confirmation executed by the requesting
Person (and its investment advisor, if applicable) substantially in the form of
Exhibit S-1 hereto (or such other form as may be reasonably acceptable to the
Master Servicer or Special Servicer, as applicable, and which may provide
indemnification to the Master Servicer or Special Servicer, as applicable),
generally to the effect that such Person is a registered or beneficial holder of
Certificates or an investment advisor representing such Person and is requesting
the information solely for use in evaluating such Person's investment in the
Certificates and will otherwise keep such information confidential; and (ii) in
the case of a prospective purchaser or a licensed or registered investment
advisor representing such Person, confirmation executed by the requesting Person
(and its investment advisor, if applicable) substantially in the form of Exhibit
S-2 hereto (or such other form as may be reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, and which may provide
indemnification to the Master Servicer or Special Servicer, as applicable),
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or a licensed or registered investment
advisor representing such Person, and is requesting the information solely for
use in evaluating a possible investment in Certificates and will otherwise keep
such information confidential. Neither the Master Servicer nor the Special
Servicer shall be liable for the dissemination of information in accordance with
this Agreement.

            (e) Any transmittal of information by the Master Servicer or Special
Servicer to any Person other than the Trustee, the Certificate Administrator,
the Rating Agencies or the Depositor may be accompanied by a letter from the
Master Servicer or Special Servicer containing the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2004-C5 from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser (or licensed or registered investment advisor
            acting on their behalf) of such Certificates or beneficial interest
            therein."

            (f) Notwithstanding anything in this Agreement to the contrary, the
Master Servicer and the Special Servicer may withhold any information not yet
included in a Current Report on Form 8-K filed with the Commission or otherwise
made publicly available with respect to which the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer has determined that
such withholding is appropriate in accordance with applicable law.

            (g) Except as otherwise required by this Agreement and except for
statements, reports and information to be filed with the Commission as
contemplated by Section 3.26, the Master Servicer and the Special Servicer each
may, in its discretion, make available by hard copy, electronic media, internet
website or bulletin board service certain information and may make available by
hard copy, electronic media, internet website or bulletin board service any
reports or information that the Master Servicer or the Special Servicer is
required by this Agreement to provide to any of the Rating Agencies, the
Trustee, the Certificate Administrator, the Depositor and anyone the Depositor
reasonably designates.

            Section 3.16 Title to REO Property; REO Account

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee, on behalf of
the Certificateholders and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related B Loan Holder. The Special Servicer, on
behalf of the Trust and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related B Loan Holder, shall sell any REO Property
in accordance with Section 3.18 by the end of the third calendar year following
the year in which the Trust acquires ownership of such REO Property for purposes
of Section 860G(a)(8) of the Code, unless the Special Servicer either (i)
applies, more than 60 days prior to the expiration of such liquidation period,
for and is granted an extension of time (an "REO Extension") by the IRS to sell
such REO Property or (ii) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee, to the effect that the holding by the Trust of such
REO Property subsequent to the end of the third calendar year following the year
in which such acquisition occurred will not result in an Adverse REMIC Event
with respect to either REMIC Pool or an Adverse Grantor Trust Event with respect
to Grantor Trust V. Regardless of whether the Special Servicer applies for or is
granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel referred to in clause (ii)
of such sentence, the Special Servicer shall act in accordance with the
Servicing Standard to liquidate the subject REO Property on a timely basis. If
the Special Servicer is granted such REO Extension or obtains such Opinion of
Counsel with respect to any REO Property, the Special Servicer shall (i)
promptly forward a copy of such REO Extension or Opinion of Counsel to the
Trustee, and (ii) sell such REO Property within such extended period as is
permitted by such REO Extension or contemplated by such Opinion of Counsel, as
the case may be. Any expense incurred by the Special Servicer in connection with
its applying for and being granted the REO Extension contemplated by clause (i)
of the third preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) above shall be an expense of the Trust Fund (or, if
applicable, the Trust Fund and any affected B Loan Holder) payable out of the
Collection Account pursuant to Section 3.05 (or, if applicable, out of the
related Mortgage Loan Combination Custodial Account pursuant to Section 3.04).

            (b) The Special Servicer shall segregate and hold all funds
collected and received by it in connection with any REO Property separate and
apart from its own funds and general assets. If title to any REO Property is
acquired by or on behalf of the Trust (or, if such REO Property relates to a
Mortgage Loan Combination, on behalf of the Trust Fund and the related B Loan
Holder), then the Special Servicer shall establish and maintain one or more
accounts (collectively, the "REO Account"), to be held on behalf of the Trustee
in trust for the benefit of the Certificateholders (and any affected B Loan
Holder), for the retention of revenues and other proceeds derived from such REO
Property. Each account that constitutes an REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, within one Business Day following receipt, all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property. Funds in the REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from the REO Account to pay itself, as additional
special servicing compensation, interest and investment income earned in respect
of amounts held in the REO Account as provided in Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the first Business Day
following each Determination Date, the Special Servicer shall withdraw from the
REO Account and deposit into the Collection Account (or, if the subject REO
Property relates to a Mortgage Loan Combination, into the related Mortgage Loan
Combination Custodial Account), or deliver to the Master Servicer for deposit
into the Collection Account (or, if the subject REO Property relates to a
Mortgage Loan Combination, into the related Mortgage Loan Combination Custodial
Account), the aggregate of all amounts received in respect of each REO Property
during the Collection Period ending on such Determination Date that are then on
deposit in the REO Account, net of any withdrawals made out of such amounts
pursuant to the preceding sentence; provided that, in the case of each REO
Property, the Special Servicer may retain in the REO Account such portion of
such proceeds and collections as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or
3.16(c).

            Section 3.17 Management of REO Property

            (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that
would be derived from such property if it were acquired by the Trust. If the
Special Servicer determines from such review that:

            (i) None of the income from Directly Operating such Mortgaged
      Property would be subject to tax as "net income from foreclosure property"
      within the meaning of the REMIC Provisions or to the tax imposed on
      "prohibited transactions" under Section 860F of the Code (either such tax
      referred to herein as an "REO Tax"), then such Mortgaged Property may be
      Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the judgment of the Special
      Servicer, exercised in accordance with the Servicing Standard, it is
      commercially reasonable) so lease or otherwise operate such REO Property;
      or

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that no commercially reasonable means exists to operate such property as
      REO Property without the Trust incurring or possibly incurring an REO Tax
      on income from such property, then the Special Servicer shall deliver to
      the Trustee and to the Series 2004-C5 Directing Certificateholder, in
      writing, a proposed plan (the "Proposed Plan") to manage such property as
      REO Property. Such plan shall include potential sources of income and good
      faith estimates of the amount of income from each such source. Within a
      reasonable period of time after receipt of such plan, the Trustee shall
      consult with the Special Servicer and shall advise the Special Servicer of
      the Trust's federal income tax reporting position with respect to the
      various sources of income that the Trust would derive under the Proposed
      Plan. In addition, the Trustee shall (to the maximum extent reasonably
      possible) advise the Special Servicer of the estimated amount of taxes
      that the Trust would be required to pay with respect to each such source
      of income. After receiving the information described in the two preceding
      sentences from the Trustee, the Special Servicer shall either (A)
      implement the Proposed Plan (after acquiring the respective Mortgaged
      Property as REO Property) or (B) manage and operate such property in a
      manner that would not result in the imposition of an REO Tax on the income
      derived from such property.

            Subject to Section 3.17(b), the Special Servicer's decision as to
how each REO Property shall be managed and operated shall be in accordance with
the Servicing Standard. Neither the Special Servicer nor the Trustee shall be
liable to the Certificateholders, the Trust, the other parties hereto, any
affected B Loan Holder or each other for errors in judgment made in good faith
in the exercise of their discretion while performing their respective
responsibilities under this Section 3.17(a) with respect to any REO Property.
Nothing in this Section 3.17(a) is intended to prevent the sale of any REO
Property pursuant to the terms and subject to the conditions of Section 3.18.

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders (or, if such REO Property relates to a
Mortgage Loan Combination, for the benefit of the Certificateholders and the
related B Loan Holder) solely for the purpose of its prompt disposition and sale
in accordance with Section 3.18, in a manner that does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a),
result in the receipt by either REMIC Pool of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse
REMIC Event with respect to either REMIC Pool or in an Adverse Grantor Trust
Event with respect to Grantor Trust V. Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things in
connection with the administration of any REO Property as are consistent with
the Servicing Standard, and consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO
Property, funds necessary for the proper operation, management, leasing,
maintenance and disposition of such REO Property, including:

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

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all other costs and expenses necessary to maintain, lease,
      sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the REO Account with respect to any REO
Property are insufficient for the purposes contemplated by the preceding
sentence with respect to such REO Property, the Master Servicer shall, at the
direction of the Special Servicer in accordance with Section 3.03(c), make a
Servicing Advance of such amounts as are necessary for such purposes unless the
Master Servicer determines, in its reasonable judgment, that such advances
would, if made, be Nonrecoverable Servicing Advances (in accordance with and
subject to the third to the last paragraph of Section 3.03(c)); provided,
however, that the Master Servicer may in its sole discretion make any such
Servicing Advance without regard to recoverability if it is a necessary fee or
expense incurred in connection with the defense or prosecution of legal
proceedings.

            (c) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% 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) except as provided for in Section 3.17(a)(i) and (a)(ii) above,
      Directly Operate, or allow any other Person, other than an Independent
      Contractor, to Directly Operate, any REO Property on any date more than 90
      days after its Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance unless non-recoverable) to the effect that such action will not cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code 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. Except as limited above in this Section
3.17 and by Section 3.17(d), the Special Servicer shall be permitted to cause
the Trust Fund to earn "net income from foreclosure property", subject to the
Servicing Standard.

            (d) Except as permitted by Section 3.17(a), Special Servicer shall
contract with any Independent Contractor for the operation and management of any
REO Property; provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related Junior Loan Holder(s)) shall be
      reasonable and customary in light of the nature and locality of such REO
      Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor, in a timely manner, (A) pay all
      costs and expenses incurred in connection with the operation and
      management of such REO Property, including those listed in Section 3.17(b)
      above, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(d) 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 hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any REO Property are
greater that the revenues available from such property, such excess costs shall
be covered by, and be reimbursable to, the Master Servicer as a Servicing
Advance.

            Section 3.18 Fair Value Purchase Option; Sale of REO Properties

            (a) Each of the Master Servicer, the Special Servicer or the Trustee
may sell or purchase, or permit the sale or purchase of, a Trust Mortgage Loan
or REO Property 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(b), Section 3.31, Section 3.32, Section 9.01, the related Mortgage
Loan Documents and/or any related intercreditor, co-lender and/or similar
agreement(s).

            (b) If any Trust Mortgage Loan becomes a Defaulted Trust Mortgage
Loan, then the Special Servicer shall promptly so notify in writing the Trustee,
the Master Servicer and the Series 2004-C5 Directing Certificateholder, and with
respect to any related Junior Loan of a Serviced Loan Combination, any related
Junior Loan Holder(s). The Series 2004-C5 Directing Certificateholder may, at
its option, purchase any Defaulted Trust Mortgage Loan out of the Trust Fund at
a cash price equal to the applicable Purchase Price. The Series 2004-C5
Directing Certificateholder may, after receipt of the notice described in the
first sentence of this Section 3.18(b), assign its option under the preceding
sentence to any party (including, without limitation, in connection with an A
Loan, any related Junior Loan Holder); provided that the Series 2004-C5
Directing Certificateholder, in connection therewith, shall deliver to the
Trustee and the Special Servicer a copy of the related written assignment
executed by the Series 2004-C5 Directing Certificateholder, provided, further,
that with respect to any A Loan, the option holder's rights under this Section
3.18(b) are subject to the rights of the holder of the related Junior Loan to
purchase such A Loan pursuant to the terms of a related Intercreditor Agreement
or by a Mezzanine Loan Holder pursuant to the related Mezzanine Loan
intercreditor agreement. The option with respect to an A Loan shall terminate
upon the purchase of such A Loan by the holder of the related Junior Loan
pursuant to the related Intercreditor Agreement or by a Mezzanine Loan Holder
pursuant to the related Mezzanine Loan intercreditor agreement. The applicable
Purchase Price for any Defaulted Trust Mortgage Loan purchased under this
Section 3.18(b) shall be deposited into the Collection Account, and the Trustee,
upon receipt of an Officer's Certificate from the Master Servicer to the effect
that such deposit has been made, shall release or cause to be released to the
Person effecting such purchase (or to its designee) the related Mortgage File,
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably
necessary to vest in the Person effecting such purchase (or its designee)
ownership of such Trust Mortgage Loan. In connection with any such purchase, the
Special Servicer shall deliver the related Servicing File to the Person
effecting such purchase (or to its designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Trust Mortgage Loan will automatically terminate upon (i) the related
Borrower's (or, subject to the related Intercreditor Agreement, any Junior Loan
Holder's) cure of all defaults on the Defaulted Trust Mortgage Loan, (ii) the
acquisition on behalf of the Trust of title to the related Mortgaged Property by
foreclosure or deed in lieu of foreclosure or (iii) the modification, waiver or
pay-off (full or discounted) of the Defaulted Trust Mortgage Loan in connection
with a workout.

            The applicable Purchase Price for any Defaulted Trust Mortgage Loan
purchased under this Section 3.18(b) shall, (i) pending determination of the
Fair Value thereof pursuant to the succeeding sentence, be the Purchase Price
calculated in accordance with the definition of Purchase Price, and (ii)
following determination of the Fair Value pursuant to the succeeding sentence,
be the Fair Value. The Special Servicer shall promptly obtain an Appraisal
(unless it has an Appraisal that is less than 12 months old and has no actual
knowledge of, or notice of, any event which in the Special Servicer's judgment
would materially affect the validity of such Appraisal), and shall, within 60
days following the date on which a Trust Mortgage Loan becomes a Defaulted Trust
Mortgage Loan, determine the fair value thereof in accordance with the Servicing
Standard (the "Fair Value"). In determining the Fair Value of any Defaulted
Trust Mortgage Loan the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Trust Mortgage 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 time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property, and the expected recoveries from such Defaulted
Trust Mortgage Loan if the Special Servicer were to pursue a workout or
foreclosure strategy instead of selling such Defaulted Trust Mortgage Loan
pursuant to the subject purchase option. In addition, the Special Servicer shall
refer to all relevant information contained in the Servicing File, including the
most recent Appraisal obtained or conducted with respect to the related
Mortgaged Property and 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 based
on the Appraisal. The Special Servicer must give prompt written notice of its
Fair Value determination to the Trustee, the Master Servicer and the Series
2004-C5 Directing Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter its determination of the Fair Value of a Defaulted Trust Mortgage
Loan based upon changed circumstances, new information or otherwise, in
accordance with the Servicing Standard. If the most recent Fair Value
calculation was made more than 90 days prior to the exercise date of a purchase
option (under this Section 3.18(b) or Section 3.18(c)), then the Special
Servicer shall confirm or revise the Fair Value determination, which Fair Value
may be higher or lower.

            In the event that the Special Servicer or any affiliate of the
Special Servicer exercises the purchase option (under this Section 3.18(b) or
Section 3.18(c)) with respect to any Defaulted Trust Mortgage Loan, including as
the Series 2004-C5 Directing Certificateholder or as the assignee thereof, then
the Master Servicer or, if the Master Servicer is also the Special Servicer or
an affiliate of the Special Servicer, the Trustee shall determine whether the
Special Servicer's determination of Fair Value for a Defaulted Trust Mortgage
Loan is no less than the amount that the Master Servicer or the Trustee, as
applicable, considers to be the Fair Value of such Defaulted Trust Mortgage
Loan. In such event, the Special Servicer shall promptly deliver to the Master
Servicer or the Trustee, as applicable, in accordance with the foregoing
sentence, the most recent related Appraisal then in the Special Servicer's
possession, together with such other third-party reports and other information
then in the Special Servicer's possession that is relevant to the confirmation
of the Special Servicer's determination of Fair Value, including information
regarding any change in circumstance regarding the Defaulted Trust Mortgage Loan
known to the Special Servicer that has occurred subsequent to, and that would
materially affect the value of the related Mortgaged Property reflected in, the
most recent related Appraisal. Notwithstanding the foregoing, and if the Special
Servicer has not already done so, the Master Servicer or the Trustee, as the
case may be, may (at its option) designate an Independent Qualified Appraiser,
selected with reasonable care by the Master Servicer or the Trustee, as the case
may be, to confirm that the Special Servicer's determination of Fair Value is
consistent with or greater than what the Independent Qualified Appraiser
considers to be the Fair Value of such Defaulted Trust Mortgage Loan. In that
event, the Master Servicer or Trustee, as applicable, will be entitled to rely
upon such Independent Qualified Appraiser's determination. The Master Servicer
or Trustee, as applicable, shall be entitled to a fee of $1,500 in connection
with each such Fair Value determination. The costs of all third party opinions
of value and any Appraisals and inspection reports incurred by the Master
Servicer or Trustee, as the case may be, as contemplated by this paragraph shall
be advanced by the Master Servicer or Trustee, as the case may be, and will
constitute, and be reimbursable as, a Servicing Advance.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Trust Mortgage Loan is exercised, the Special Servicer will be
required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the Special Servicer will not be permitted to sell the Defaulted Trust Mortgage
Loan other than pursuant to the exercise of such purchase option or as otherwise
permitted under Section 3.18(a).

            (c) If the Series 2004-C5 Directing Certificateholder or an assignee
thereof has not purchased any Defaulted Trust Mortgage Loan as provided in
Section 3.18(b) within 15 days of the Series 2004-C5 Directing
Certificateholder's having received notice that the subject Trust Mortgage Loan
has become a Defaulted Trust Mortgage Loan pursuant to Section 3.18(b), then the
Trustee shall within five days of the end of such 15-day period send notice to
the Special Servicer that such Trust Mortgage Loan was not purchased by the
Series 2004-C5 Directing Certificateholder or its assignee, and the Special
Servicer may, at its option, within 15 days after receipt of such notice,
purchase (or designate an Affiliate thereof to purchase) such Trust Mortgage
Loan out of the Trust Fund at a cash price equal to the Purchase Price. In
addition, if the Series 2004-C5 Directing Certificateholder or an assignee
thereof has not purchased any Defaulted Trust Mortgage Loan provided in Section
3.18(b) within 15 days of the Series 2004-C5 Directing Certificateholder's
having received notice of any calculation or updated calculation of Fair Value
pursuant to Section 3.18(b), then the Trustee shall within five days of the end
of such 15-day period send notice to the Special Servicer that such Trust
Mortgage Loan was not purchased by the Series 2004-C5 Directing
Certificateholder or its assignee, and the Special Servicer may, at its option,
within 15 days after receipt of such notice, purchase (or designate an Affiliate
thereof to purchase) such Trust Mortgage Loan out of the Trust Fund at a cash
price equal to the Fair Value. The cash price paid for any such Trust Mortgage
Loan purchased under this Section 3.18(c) shall be deposited into the Collection
Account, and the Trustee, upon receipt of an Officer's Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released to the Special Servicer (or the designated Affiliate
thereof), as applicable, the related Mortgage File, and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Special Servicer (or the designated Affiliate thereof), as applicable, the
ownership of such Trust Mortgage Loan. Nothing in this Section 3.18(c) shall be
deemed to limit the ability of any Junior Loan Holder to purchase the related A
loan in accordance with the related Intercreditor Agreement.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price as soon as reasonably possible and, in any event, within
the time period provided for by Section 3.16(a). Such solicitation shall be made
in a commercially reasonable manner. The Special Servicer shall accept the
highest cash bid received from any Person for such REO Property in an amount at
least equal to the Purchase Price therefor; provided, however, that in the
absence of any such bid, the Special Servicer shall accept the highest cash bid
received from any Person that is determined by the Special Servicer to be a fair
price for such REO Property. If the Special Servicer reasonably believes that it
will be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall dispose
of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received. If the Special Servicer determines
with respect to any REO Property that the offers being made with respect thereto
are not in the best interests of the Certificateholders and, if the subject REO
Property relates to a Mortgage Loan Combination, the related B Loan Holder, as a
collective whole, and that the end of the period referred to in Section 3.16(a)
with respect to such REO Property is approaching, the Special Servicer shall
seek an extension of such period in the manner described in Section 3.16(a);
provided, however, that the Special Servicer shall use its best efforts,
consistent with the Servicing Standard, to sell any REO Property prior to three
years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee, the Master Servicer and
any affected B Loan Holder not less than three Business Days' prior written
notice of its intention to sell any REO Property. No Interested Person shall be
obligated to submit a bid to purchase any REO Property, and notwithstanding
anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Master Servicer, if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Special Servicer and the Master Servicer shall
obtain and may conclusively rely on the opinion of an Appraiser retained at the
expense of the Trust Fund (and/or any affected B Loan Holder) by (i) the Master
Servicer, if the highest bidder is the Special Servicer or an Affiliate thereof
or (ii) the Special Servicer, in any other case. In determining whether any bid
constitutes a fair price for any REO Property, such Appraiser shall be
instructed to take into account, as applicable, among other factors, the
occupancy level and physical condition of the REO Property, the state of the
local economy and the obligation to dispose of any REO Property within the time
period specified in Section 3.16(a). The Purchase Price for any REO Property
shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee and, in the case of any Serviced Loan
Combination, the related Junior Loan Holder(s), in negotiating and taking any
other action necessary or appropriate in connection with the sale of any REO
Property, and the collection of all amounts payable in connection therewith. Any
sale of any REO Property shall be final and without recourse to the Trustee, the
Trust Fund or any affected B Loan Holder, except, in the case of the Trust Fund,
as shall be customary in deeds of real property, and if such sale is consummated
in accordance with the terms of this Agreement, neither the Special Servicer nor
the Master Servicer shall have any liability to any Certificateholder and, with
respect to any Serviced Loan Combination, to any Junior Loan Holder, with
respect to the purchase price therefor accepted by the Special Servicer or the
Master Servicer.

            (f) Any sale of any Defaulted Trust Mortgage Loan or REO Property
shall be for cash only.

            (g) The parties hereto acknowledge the purchase option of each B
Loan Holder with respect to the related A Loan provided for in the related
Intercreditor Agreement. The purchase price paid by any B Loan Holder for the
related A Loan in accordance with such purchase option shall be deposited into
the Collection Account, and the Trustee, upon receipt of written notice from the
Master Servicer to the effect that such deposit has been made, shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest
ownership of such Mortgage Loan in the related B Loan Holder.

            (h) If pursuant to any purchase option provided for in the related
intercreditor, co-lender or similar agreement, a Mezzanine Loan Holder purchases
any Trust Mortgage Loan, then the purchase price paid by such Mezzanine Loan
Holder for such Trust Mortgage Loan in accordance with such purchase option
shall be deposited into the Collection Account, and the Trustee, upon receipt of
written notice from the Master Servicer to the effect that such deposit has been
made, shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably
necessary to vest ownership of such Trust Mortgage Loan in such Mezzanine Loan
Holder.

            Section 3.19 Additional Obligations of the Master Servicer and
Special Servicer; Inspections; Appraisals

            (a) The Master Servicer (or, with respect to each Specially Serviced
Trust Mortgage Loan and REO Property and each Trust Mortgage Loan described in
Section 3.19(c) below, the Special Servicer at the expense of the Trust Fund)
shall physically inspect or cause to be physically inspected (which inspection
may be conducted by an independent third party contractor), at its own expense,
each Mortgaged Property at such times and in such manner as are consistent with
the Servicing Standard, but in any event shall inspect each Mortgaged Property
(A) with a Stated Principal Balance equal to or greater than $2,500,000 at least
once every 12 months and (B) with a Stated Principal Balance of less than
$2,500,000 at least once every 24 months, in each case commencing in 2005 (or at
such lesser frequency as each Rating Agency shall have confirmed in writing to
the Master Servicer, will not result a downgrade, qualification or withdrawal of
the then-current ratings assigned to any Class of the Certificates) and (C) if
the Trust Mortgage Loan becomes a Specially Serviced Trust Mortgage Loan, as
soon as practicable and thereafter at least once every 12 months for so long as
such condition exists. The Master Servicer or Special Servicer, as applicable,
shall send each inspection report (i) to S&P and/or Moody's, upon request, (ii)
to the Series 2004-C5 Directing Certificateholder and any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder), (iii) if the subject Mortgaged Property relates to a
Mortgage Loan Combination, to the related B Loan Holder and (iv) to the Trustee
upon request. At the request of any Certificateholder or Certificate Owner, the
Trustee shall request a copy of the relevant inspection report(s) and deliver
the same to such Certificateholder or Certificate Owner, as the case may be.

            (b) With respect to each Mortgage Loan that allows the mortgagee to
terminate, or cause the related Borrower to terminate, the related Manager upon
the occurrence of certain events specified in the related Mortgage Loan
Documents, the Special Servicer may enforce the Trustee's rights with respect to
the Manager under the related Mortgage Loan Documents and Management Agreement;
provided that, if such right accrues under the related Mortgage Loan Documents
or Management Agreement only because of the occurrence of the related
Anticipated Repayment Date, if any, the Special Servicer may in its sole
discretion, in accordance with the Servicing Standard, waive such right with
respect to such date. If the Special Servicer is entitled to terminate the
Manager, the Special Servicer shall promptly give notice to the Series 2004-C5
Directing Certificateholder, to each Rating Agency and, with respect to any
Serviced Loan Combination, to the related Junior Loan Holder(s). In accordance
with the Servicing Standard, the Special Servicer shall cause the Borrower to
terminate the Manager, and to recommend a Successor Manager (meeting the
requirements set forth below) only if the Special Servicer determines in its
reasonable discretion that such termination is not likely to result in
successful litigation against the Trust Fund and any affected B Loan Holder by
such Manager or the related Borrower, or create a defense to the enforcement of
remedies under the subject Mortgage Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Trust Mortgage Loan
that is a Significant Trust Mortgage Loan, received a written confirmation from
each of the Rating Agencies, that the appointment of such Successor Manager
would not cause such Rating Agency to withdraw, downgrade or qualify any of the
then-current ratings on the Certificates. If a Manager is otherwise terminated
or resigns under the related Mortgage Loan Documents or Management Agreement and
the related Borrower does not appoint a Successor Manager, the Special Servicer
shall use its best efforts to retain a Successor Manager (or the recommended
Successor Manager, if any) on terms substantially similar to the Management
Agreement or, failing that, on terms as favorable to the Trust Fund as can
reasonably be obtained by the Special Servicer. For the purposes of this Section
3.19(b), a "Successor Manager" shall be a professional management corporation or
business entity reasonably acceptable to the Special Servicer which (i) manages,
and is experienced in managing, other comparable commercial and/or multifamily
properties, (ii) in the case of a Significant Trust Mortgage Loan, will not
result in a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates by each Rating Agency, as confirmed by such Rating
Agency in writing (if required pursuant to the first sentence of this
paragraph), and (iii) otherwise satisfies any criteria set forth in the related
Mortgage Loan Documents.

            (c) The Special Servicer shall be required to obtain any Appraisal
required in connection with an Appraisal Reduction Event or perform an internal
valuation within 60 days after the occurrence of such Appraisal Reduction Event,
the cost of which shall be paid by the Master Servicer as a Servicing Advance;
provided that in no event shall the period to receive such Appraisal or perform
such internal valuation exceed 120 days from the occurrence of the event that,
with the passage of time, would become such Appraisal Reduction Event. Upon
receipt, the Special Servicer shall send a copy of such Appraisal or internal
valuation to the Certificate Administrator, the Trustee, the Master Servicer,
any affected B Loan Holder, the Certificateholders (or, if the Controlling Class
of Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder); provided, however,
that as to each such Appraisal or internal valuation, if beneficial ownership of
the Controlling Class resides in more than one Certificateholder or Certificate
Owner, as the case may be, the Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. If neither a required Appraisal is received, nor an internal valuation
is completed, by such date, the Appraisal Reduction Amount for such Trust
Mortgage Loan shall be conclusively established to be 25% of the Stated
Principal Balance of such Trust Mortgage Loan as of the date of the related
Appraisal Reduction Event; provided that the obligation of the Special Servicer
to obtain such Appraisal or complete such internal valuation shall continue
until such Appraisal is obtained or such internal valuation is completed. On the
first Determination Date occurring on or after the delivery of such Appraisal or
the completion of such internal valuation, and on each Determination Date
thereafter, the Special Servicer shall calculate and report to the Master
Servicer, the Trustee and the Certificate Administrator, the Appraisal Reduction
Amount taking into account such Appraisal or internal valuation. The Master
Servicer shall conclusively rely on any report by the Special Servicer of an
initial or redetermined Appraisal Reduction Amount. Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an Appraisal or
perform an internal valuation, as the case may be, under this Section 3.19(c)
with respect to a Trust Mortgage Loan which is the subject of an Appraisal
Reduction Event if the Special Servicer has obtained an Appraisal with respect
to the related Mortgaged Property within the 12-month period immediately prior
to the occurrence of such Appraisal Reduction Event, unless the Special
Servicer, in the exercise of its reasonable judgment, has reason to believe
there has been a material adverse change in the value of the related Mortgaged
Property. Instead, the Special Servicer may use such prior Appraisal in
calculating any Appraisal Reduction Amount with respect to such Trust Mortgage
Loan.

            (d) With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan and has remained current for twelve consecutive Monthly Payments
for such purposes, taking into account any amendment or modification of such
Mortgage Loan, and no other Servicing Transfer Event or Appraisal Reduction
Event has occurred and is continuing with respect thereto), the Special Servicer
shall, within 30 days of each annual anniversary of such Appraisal Reduction
Event (or, in the case of the Eastgate Mall Loan, annually), order an Appraisal
(which may be an update of a prior Appraisal), or with respect to any Mortgage
Loan with an outstanding principal balance less than $2,000,000, perform an
internal valuation or obtain an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Master Servicer as a
Servicing Advance. Upon receipt, the Special Servicer shall send a copy of such
Appraisal to the Trustee, the Certificate Administrator, the Master Servicer,
each affected B Loan Holder (if any), the Certificateholders (or, if the
Controlling Class of Certificates is held in book-entry form, the Certificate
Owners) of the Controlling Class and any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder); provided, however, that as to each such Appraisal, if
beneficial ownership of the Controlling Class resides in more than one
Certificateholder or Certificate Owner, as the case may be, the Special Servicer
shall be responsible only for the expense of providing the first such copy
thereof and shall be entitled to reimbursement from the Trust Fund for the
expense of any additional copies so provided. On the first Determination Date
occurring on or after the delivery of such Appraisal or the completion of such
internal valuation, and on each Determination Date thereafter, the Special
Servicer shall calculate and report to the Master Servicer, the Trustee and the
Certificate Administrator, the Appraisal Reduction Amount taking into account
such Appraisal or internal valuation. Such Appraisal or internal valuation or
calculation of the Appraisal Reduction described in the preceding sentence, as
the case may be, shall be used to determine monthly the amount of the Appraisal
Reduction Amount with respect to the subject Mortgage Loan for each Distribution
Date until the next Appraisal is required pursuant to this Section 3.19(d), and
such redetermined Appraisal Reduction Amount shall replace the prior Appraisal
Reduction Amount with respect to such Mortgage Loan.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments, taking into
account any amendment or modification of such Mortgage Loan, and with respect to
which no other Servicing Transfer Event or Appraisal Reduction Event has
occurred and is continuing, the Special Servicer may within 30 days after the
date of such twelfth Monthly Payment, order an Appraisal (which may be an update
of a prior Appraisal), or with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000, perform an internal valuation or obtain
an Appraisal (which may be an update of a prior Appraisal), the cost of which
shall be paid by the Master Servicer as a Servicing Advance. Based upon such
Appraisal or internal valuation, the Special Servicer shall redetermine and
report to the Certificate Administrator, the Trustee and the Master Servicer the
amount of the Appraisal Reduction with respect to such Mortgage Loan and such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction
Amount with respect to such Mortgage Loan.

            Section 3.20 Modifications, Waivers, Amendments and Consents

            (a) Subject to the provisions of this Section 3.20, Section 3.21,
Section 3.31 and Section 3.32 (and, in the case of any Mortgage Loan
Combination, subject to the terms of the related Intercreditor Agreement), the
Master Servicer and the Special Servicer may, on behalf of the Trustee, agree to
any modification, waiver or amendment of any term of any Mortgage Loan without
the consent of the Trustee, the Certificate Administrator or any
Certificateholder.

            (i) For any Performing Mortgage Loan, and subject to the rights of
      the Special Servicer set forth below, the Master Servicer shall be
      responsible subject to the other requirements of this Agreement with
      respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof;
      provided that such consent or modification, waiver or amendment would not
      (except as provided in Section 3.02) affect the amount or timing of any
      scheduled payments of principal, interest or other amounts payable under
      such Mortgage Loan, affect the obligation of the related Borrower to pay a
      Yield Maintenance Charge or permit a Principal Prepayment by the Borrower
      during a prepayment lockout period, result in the release of the related
      Borrower from any material term thereunder, waive any rights thereunder
      with respect to any guarantor thereof, relate to the release or
      substitution of any material collateral for such Mortgage Loan or, in the
      reasonable judgment of the Master Servicer, materially impair the security
      for such Mortgage Loan or reduce the likelihood of timely payments of
      amounts due thereon; and provided, further, that this Section 3.20(a)(i)
      does not apply to waivers contemplated by Section 3.07 or 3.08. To the
      extent consistent with the foregoing, the Master Servicer shall be
      responsible for the following:

                  (A) approving routine leasing activity with respect to leases
            for less than the lesser of (a) 30,000 square feet and (b) 20% of
            the related Mortgaged Property;

                  (B) approving annual budgets for the related Mortgaged
            Property; provided that no such budget (1) relates to a fiscal year
            in which an Anticipated Repayment Date occurs, (2) 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 (3) 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);

                  (C) waiving any provision of a Mortgage Loan requiring the
            receipt of a rating confirmation if such Mortgage Loan is not a
            Significant Trust Mortgage Loan and the related provision of such
            Mortgage Loan does not relate to a "due-on-sale" or
            "due-on-encumbrance" clause or defeasance (which shall be subject to
            the terms of Section 3.08 hereof);

                  (D) 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;

                  (E) releases of non-material parcels of a Mortgaged Property
            (provided that any such releases are releases as to which the
            related Mortgage Loan Documents expressly require the mortgagee
            thereunder to make such releases upon the satisfaction of certain
            conditions which shall be made as required by the Mortgage Loan
            Documents); and

                  (F) grants of easements, rights of way or similar agreements
            that do not materially affect the use or value of a Mortgaged
            Property or the related Borrower's ability to make any payment with
            respect to the related Mortgage Loan;

provided, however, that if in the reasonable judgment of the Master Servicer any
request by a Borrower for consent of the Mortgagee or any modification, waiver
or amendment in connection with an assumption transaction of a KeyBank Trust
Mortgage Loan that is a Performing Mortgage Loan contemplated by Section 3.08 is
not included within the scope of this clause (i), the Master Servicer shall
process the Borrower's request and submit such request for approval by the
Special Servicer in connection with (and subject to the same time constraints
for) its approval of the subject assumption transaction related to a KeyBank
Trust Mortgage Loan that is a Performing Mortgage Loan pursuant to Section 3.08;
and provided, further, that if in the reasonable judgment of the Master Servicer
any request by a Borrower for consent of the Mortgagee or any modification,
waiver or amendment is not included within the scope of this clause (i) and is
not related to an assumption transaction, the Special Servicer shall be
responsible for such request in accordance with clause (ii) below.

            (ii) The Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Mortgage Loan for which the Master Servicer
      is not responsible, as provided above, or if such consent, request,
      modification, waiver or amendment relates to a Specially Serviced Mortgage
      Loan or a Mortgage Loan that is on the most recent CMSA Servicer Watch
      List, has a Debt Service Coverage Ratio (based on the most recently
      received financial statements and calculated on a trailing twelve month
      basis) less than the greater of 1.1x or 20% less than the Debt Service
      Coverage Ratio as of the Cut-off Date or with respect to which an event of
      default has occurred in the preceding 12 months.

            (b) All modifications, waivers or amendments of any Mortgage Loan
shall be (i) in writing and (ii) effected in accordance with the Servicing
Standard.

            (c) Neither the Master Servicer nor, except as provided in Section
3.20(d), the Special Servicer, on behalf of the Trustee, shall agree or consent
to (or consent to a Primary Servicer performing), any modification, waiver or
amendment of any term of any Performing Mortgage Loan if such modification,
waiver or amendment would:

            (i) except for the waiver of Penalty Charges in accordance with
      Section 3.02(a), affect the amount or timing of any related payment of
      principal, interest or other amount (including Yield Maintenance Charges)
      payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or Static Prepayment Premium or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or in
      connection with a defeasance or pursuant to Section 3.09(e), result 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 determined by an appraisal
      by an Appraiser delivered at the expense of the related Borrower and upon
      which the Master Servicer and the Special Servicer, as applicable, may
      conclusively rely) of the property to be released; or

            (iv) in the judgment of the Master Servicer or Special Servicer, as
      applicable, otherwise materially impair the security for such Mortgage
      Loan or reduce the likelihood of timely payment of amounts due thereon;

            unless either (x) the subject Trust Mortgage Loan is in default or
default is reasonably foreseeable or (y) the Special Servicer has determined
(and may rely on an opinion of counsel in making the determination) that the
modification, waiver or amendment will not be a "significant modification" of
the subject Trust Mortgage Loan within the meaning of Treasury regulations
section 1.860G-2(b). Nothing contained in this Section 3.20(c) shall modify the
scope of the modifications, amendments, waivers and consents for Mortgage Loans
for which the Master Servicer and Special Servicer, as applicable, are
responsible under Sections 3.20(a)(i) and (a)(ii).

            (d) Notwithstanding Sections 3.20(a)(i) and 3.20(c), but subject to
Sections 3.20(e) and 3.20(f), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Yield Maintenance Charge or Static Prepayment Premium, (ii)
reduce the amount of the Monthly Payment on any Specially Serviced Mortgage
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity of any
Specially Serviced Mortgage Loan, (v) waive Excess Interest if such waiver
conforms to the Servicing Standard, (vi) permit the release or substitution of
collateral for a Specially Serviced Mortgage Loan and/or (vii) accept a
Principal Prepayment during any Lockout Period; provided that (A) the related
Borrower is in default with respect to the Specially Serviced Mortgage Loan or,
in the judgment of the Special Servicer, such default is reasonably foreseeable
and (B) in the sole good faith judgment of the Special Servicer and in
accordance with the Servicing Standard, such modification would increase the
recovery on the subject Mortgage Loan to Certificateholders (or, in the case of
a Mortgage Loan Combination, Certificateholders and the related B Loan Holder),
as a collective whole, on a present value basis (the relevant discounting of
amounts that will be distributable to Certificateholders or a B Loan Holder to
be performed at the related Mortgage Rate).

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the prior paragraph of this Section 3.20(d) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer and describing in reasonable detail the basis for the Special
Servicer's determination and the considerations of the Special Servicer forming
the basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal of the related Mortgage Loan or Mortgaged Property, the
cost of which Appraisal shall be advanced by the Master Servicer as a Servicing
Advance).

            (e) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would cause an Adverse REMIC Event with respect to either
REMIC Pool, an Adverse Grantor Trust Event with respect to Grantor Trust V or
any event similar to the foregoing with respect to either REMIC or grantor trust
that includes a B Loan.

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Mortgage Loan beyond a date that is three years prior to the Rated
Final Distribution Date; (ii) extend the Maturity Date of any Mortgage Loan at
an interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) the then prevailing interest rate for comparable loans, as
determined by the Special Servicer by reference to available indices for
commercial mortgage lending; (iii) if the Mortgage Loan is secured by a Ground
Lease, extend the Maturity Date of such Mortgage Loan beyond a date which is 10
years prior to the expiration of the term of such Ground Lease (after giving
effect to all extension options); or (iv) defer interest due on any Mortgage
Loan in excess of 5% of the Stated Principal Balance of such Mortgage Loan;
provided that with respect to clause (iii) above, the Special Servicer gives due
consideration to the term of such Ground Lease prior to any extension beyond a
date 20 years prior to the expiration of the term of such Ground Lease (after
giving effect to all extension options).

            (g) [Reserved]

            (h) The Master Servicer and the Special Servicer may, 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 and is permitted by the terms of this Agreement, require
that such Borrower pay to it (i) as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request (provided that such fee does not constitute a "significant
modification" of such Mortgage Loan under Treasury regulations section
1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no
event shall the Master Servicer or the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Borrower.

            (i) The Master Servicer and the Special Servicer shall notify each
other, each affected B Loan Holder (if any), the Trustee and the Certificate
Administrator, in writing, of any modification, waiver or amendment of any term
of any Mortgage Loan (including fees charged the Borrower) agreed to by the
Master Servicer or the Special Servicer, as the case may be, and the date
thereof, and shall deliver to the Trustee (in the case of the Special Servicer,
with a copy to the Master Servicer) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment, promptly (and in any event within ten Business Days) following the
execution thereof. The Master Servicer or Special Servicer, as applicable, shall
notify the Rating Agencies of any modification, waiver or amendment of any term
of any Significant Trust Mortgage Loan agreed to by the Master Servicer or the
Special Servicer, as the case may be. Copies of each agreement whereby any such
modification, waiver or amendment of any term of any Mortgage Loan is effected
shall be made available for review upon prior request during normal business
hours at the offices of the Master Servicer or Special Servicer, as applicable,
pursuant to Section 3.15 hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity", neither the Master Servicer nor the Special Servicer
shall consent to (x) the amendment by such Borrower of its organizational
documents or (y) any action that would violate any covenant of such Borrower
relating to its status as a separate or bankruptcy-remote entity, unless
granting such consent is consistent with the Servicing Standard and, with
respect to a Borrower under any Significant Trust Mortgage Loan, the Master
Servicer or the Special Servicer, as applicable, has obtained written
confirmation from each of the Rating Agencies that such amendment or action
would not result in a downgrade or withdrawal of any rating on a Class of
Certificates rated by such Rating Agency.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Series 2004-C5 Directing Certificateholder

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Trust Mortgage Loan or Junior Loan, the Master Servicer
shall promptly give notice thereof to the Special Servicer, the Trustee, the
Certificate Administrator, each Rating Agency, the Series 2004-C5 Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) (and, solely as it relates to any related
Junior Loan of a Serviced Loan Combination, any related Junior Loan Holder),
shall deliver copies of the related Servicing File to the Special Servicer and
shall use its reasonable efforts to provide the Special Servicer with all
information, documents and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Trust Mortgage
Loan and any related B Loan(s) that are in the possession of the Master Servicer
or available to the Master Servicer without undue burden or expense, and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Master Servicer and administrator of such Trust
Mortgage Loan and any related B Loan(s) until the Special Servicer has commenced
the servicing of such Trust Mortgage Loan. The Certificate Administrator shall
make available to the Underwriters, the Initial Purchaser, each affected B Loan
Holder (if any) and each Holder of a Certificate of the Controlling Class, a
copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Mortgage Loan) has become a Corrected Mortgage Loan (provided no
additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer) and that no other Servicing Transfer Event is continuing
with respect thereto, the Special Servicer shall immediately give notice thereof
and shall return the related Servicing File to the Master Servicer and, upon
giving such notice and returning such Servicing File to the Master Servicer, the
Special Servicer's obligation to service such Corrected Mortgage Loan shall
terminate and the obligations of the Master Servicer to service and administer
such Corrected Mortgage Loan shall re-commence.

            (b) In servicing any Specially Serviced Trust Mortgage Loan, the
Special Servicer will provide to the Trustee originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer) that come into
its possession after the occurrence of the applicable Servicing Transfer Event,
and provide the Master Servicer with copies of any additional related Trust
Mortgage Loan information including correspondence with the related Borrower.

            (c) No later than the first Business Day following each
Determination Date, by 2:00 p.m. New York City time, the Special Servicer shall
deliver to the Master Servicer a statement, both written and in computer
readable format reasonably acceptable to the Master Servicer and the Special
Servicer (upon which the Master Servicer may conclusively rely) describing, on a
loan-by-loan and property-by-property basis, (1) the amount of all payments,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each Specially Serviced Trust Mortgage Loan during the related
Collection Period, and the amount of all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received with respect to each REO
Property during the related Collection Period, (2) the amount, purpose and date
of all Servicing Advances made by the Master Servicer with respect to each
Specially Serviced Mortgage Loan and REO Property during the related Collection
Period, and (3) such additional information or data relating to the Specially
Serviced Trust Mortgage Loan and REO Properties as the Master Servicer
reasonably requests to enable it to perform its responsibilities under this
Agreement which is in the Special Servicer's possession or is reasonably
obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.

            (e) Subject to the last paragraph of this Section 3.21(e), the
Special Servicer shall not take, or consent to the Master Servicer's taking, any
of the Specially Designated Servicing Actions with respect to any Mortgage Loan
or REO Property unless and until it has notified the Series 2004-C5 Directing
Certificateholder and the Series 2004-C5 Directing Certificateholder has not
objected in writing within 10 Business Days of having been notified thereof and
having been provided with all information that the Series 2004-C5 Directing
Certificateholder 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 within
such 10-Business Day period, then the Series 2004-C5 Directing Certificateholder
shall be deemed to have approved the taking of the subject Specially Designated
Servicing Action); provided that, in the event that the Special Servicer
determines that immediate action is necessary to protect the interests of the
Certificateholders (as a collective whole) (or, in the case of a Mortgage Loan
Combination, to protect the interests of the Certificateholders and the related
B Loan Holder (as a collective whole)), the Special Servicer may take, or
consent to the Master Servicer's taking, a Specially Designated Servicing Action
with respect to any Mortgage Loan or REO Property without waiting for the Series
2004-C5 Directing Certificateholder's response; and provided, further, that,
with respect to any Specially Designated Servicing Action being performed by the
Master Servicer in connection with an assumption transaction involving any
Mortgage Loan in accordance with Section 3.08, the above-referenced 10-Business
Day period shall not exceed the 10-day period within which the Special Servicer
must object to the Master Servicer's performance of such Specially Designated
Servicing Action pursuant to Section 3.08.

            In addition, subject to the last paragraph of this Section 3.21(e),
the Series 2004-C5 Directing Certificateholder may direct the Special Servicer
to take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Mortgage Loan or REO Property as
the Series 2004-C5 Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein. Upon reasonable request, the Special
Servicer shall provide the Series 2004-C5 Directing Certificateholder with any
information in the Special Servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action.

            Notwithstanding the foregoing, no advice, direction or objection of
the Series 2004-C5 Directing Certificateholder shall (i) require or cause the
Special Servicer or the Master Servicer 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
Master Servicer's obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each REMIC Pool, or (ii) result in an
Adverse REMIC Event with respect to either REMIC Pool or an Adverse Grantor
Trust Event with respect to Grantor Trust V, or (iii) expose the Master
Servicer, the Special Servicer, the Depositor, any of the Mortgage Loan Sellers,
the Trust Fund, any B Loan Holder, the Trustee, the Certificate Administrator or
their 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 (iv) materially
expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement; and the Special Servicer will neither
follow any such advice, direction or objection if given by the Series 2004-C5
Directing Certificateholder nor initiate any such actions.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Mortgage Loan or the related Borrower,
(ii) the existence of a material non-payment default or (iii) the request by a
Borrower for the amendment or modification of a Mortgage Loan required to be
handled by the Special Servicer, the Master Servicer shall promptly give notice
thereof, and shall deliver copies of the related Servicing File, to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Mortgage Loan and reasonably requested by
the Special Servicer to enable it to negotiate with the related Borrower and
prepare for any such proceedings. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each such event, and upon receiving such documents and
information, the Special Servicer shall use its reasonable efforts to cause the
related Borrower to cure any default and/or remedy any such event, work out or
modify the Mortgage Loan consistent with the terms of this Agreement, and/or
prepare for such proceedings. Notwithstanding the foregoing, the occurrence of
the above-referenced event shall not in and of itself be considered a Servicing
Transfer Event.

            Section 3.22 Sub-Servicing Agreements

            (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of its respective obligations under this
Agreement; provided that the Sub-Servicing Agreement: (i) is consistent with
this Agreement (including the Events of Default in clauses (i)-(viii) of Section
7.01(a)) in all material respects and requires the Sub-Servicer to comply with
all of the applicable conditions of this Agreement; (ii) provides that if the
Master Servicer or the Special Servicer, as the case may be, shall for any
reason no longer act in such capacity hereunder (including by reason of an Event
of Default), the Trustee or its designee or any other successor to the Master
Servicer or the Special Servicer, as the case may be, may thereupon assume all
of the rights and, except to the extent they arose prior to the date of
assumption, obligations of the Master Servicer or the Special Servicer, as the
case may be, under such agreement or, alternatively, may terminate such
Sub-Servicing Agreement without cause and without payment of any penalty or
termination fee (provided that any Sub-Servicing Agreements entered into by the
Master Servicer with entities identified on Exhibit N by February 1, 2005, and
any Sub-Servicing Agreement entered into or deemed entered into by KRECM or by
GMACCM as a primary servicer, with the Master Servicer (or any replacement or
successor Master Servicer) or the Trustee can only be terminated for cause);
(iii) provides that the Trustee for the benefit of the Certificateholders shall
be a third-party beneficiary under such Sub-Servicing Agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of the
Master Servicer or the Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii), and except with respect
to the obligations of any successor Master Servicer under the Primary Servicing
Agreements) none of the Trust Fund, the Trustee, any successor Master Servicer,
Special Servicer or any Certificateholder shall have any duties under such
Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a Trust Mortgage Loan pursuant to this Agreement to terminate such
Sub-Servicing Agreement with respect to such purchased Trust Mortgage Loan at
its option and without penalty; (v) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust Fund
except to the extent of its rights of indemnification, if any, as an agent of
the Master Servicer or Special Servicer, as applicable; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Mortgage Loan without the prior consent of the Master
Servicer or the Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance with the Servicing Standard; and (viii)
provides that in the event of an act or failure to act by the Sub-Servicer that
causes the Master Servicer or Special Servicer, as applicable, to be in default
of its obligations under this Agreement, the Sub-Servicer shall be in default of
its obligations under such Sub-Servicing Agreement. Any successor Master
Servicer or Special Servicer hereunder, upon becoming successor Master Servicer
or Special Servicer, as applicable, shall have the right to be assigned and
shall have the right to assume any Sub-Servicing Agreements from the predecessor
Master Servicer or Special Servicer, as applicable. Upon a termination of the
Master Servicer pursuant to this Agreement, the successor to the Master Servicer
(other than the Trustee or its designee) shall automatically succeed to the
rights and obligations of the prior Master Servicer, under the Primary Servicing
Agreement, (subject only to any termination rights set forth therein), it being
understood that any such succession by the Trustee or its designee shall not be
automatic but shall be in the discretion of the Trustee or such designee.

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer
and the Special Servicer, as applicable, shall deliver to the Trustee copies of
all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it promptly upon its execution and delivery of such
documents. For purposes of this Agreement (except with respect to any
requirement that the Master Servicer deposit funds in the Collection Account or
any Servicing Account within a specified time period), the Master Servicer shall
be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer shall notify the Special Servicer,
the Certificate Administrator, the Trustee and the Depositor in writing promptly
of the appointment by it of any Sub-Servicer not identified on Exhibit N hereto.
The Special Servicer shall notify the Master Servicer, the Certificate
Administrator, the Trustee, the Depositor and any affected B Loan Holder in
writing promptly of the appointment by it of any Sub-Servicer.

            It is hereby acknowledged and agreed by all parties hereto that
GMACCM shall be a Primary Servicer pursuant to a Primary Servicing Agreement
with the Master Servicer, which agreement shall comply with the provisions of
this Section 3.22(a) (including clause (iv) of the first paragraph of this
Section 3.22(a)). Subject to Section 3.22(e), pursuant to the Primary Servicing
Agreement between the Master Servicer and GMACCM, GMACCM shall perform most or
all of the duties of the Master Servicer with respect to certain Mortgage Loans
set forth in such Primary Servicing Agreement and shall be entitled to receive a
Primary Servicing Fee at the applicable Primary Servicing Fee Rate and such
other additional servicing compensation (but only to the extent the Master
Servicer would be entitled to such compensation under this Agreement) as
provided in such Primary Servicing Agreement, in accordance with the terms of
such Primary Servicing Agreement.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to ensure the
enforceability of the Mortgage Loans to be serviced by such Sub-Servicer.

            (c) As part of its servicing activities hereunder, the Master
Servicer or the Special Servicer, as applicable, for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Certificate
Administrator, the Trustee, the Certificateholders, the Trust Fund or any B Loan
Holder) monitor the performance and enforce the obligations of each Sub-Servicer
under each Sub-Servicing Agreement it has entered into. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or Special Servicer, as
applicable, would require were it the owner of the subject Mortgage Loans. The
Master Servicer or the Special Servicer, as applicable, shall have the right to
remove a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement upon the events of default and other termination events
specified in the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement, the Master Servicer or the Special Servicer, as applicable, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
each of the Master Servicer and the Special Servicer represents, warrants and
covenants that it shall remain obligated and liable to the Trustee, the
Certificateholders and the B Loan Holders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Master Servicer, or the Special Servicer, as applicable, shall pay the fees
of any Sub-Servicer thereunder from its own funds or, with respect to the
Primary Servicers, shall permit each to retain the Primary Servicing Fees and
any additional servicing compensation payable pursuant to the related
Sub-Servicing Agreement from amounts collected by such Primary Servicer. Such
additional servicing compensation shall not exceed the Additional Servicing
Compensation payable to the Master Servicer under this Agreement, shall be paid
out of such Additional Servicing Compensation and shall not be paid from any
amount otherwise payable to the Special Servicer hereunder. In no event shall
the Trust Fund bear any termination fee required to be paid to any Sub-Servicer
as a result of such Sub-Servicer's termination under any Sub-Servicing
Agreement.

            (f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless either: (i) such agreement relates to one or more Trust
Mortgage Loans (including any such Trust Mortgage Loan(s) previously
sub-serviced in accordance with this Section 3.22) that together represent less
than 25% of the aggregate outstanding principal balance of all Specially
Serviced Trust Mortgage Loans; or (ii) the Series 2004-C5 Directing
Certificateholder has consented.

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicer

            (a) The Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Special Servicer, the Certificate Administrator and the B
Loan Holders, as of the Closing Date, that:

            (i) The Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of Ohio, and the Master
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not (A) violate the 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 instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Master Servicer which, in the case of
      either (B) or (C), is likely to materially and adversely affect the Master
      Servicer's ability to perform hereunder;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Master Servicer, enforceable against the Master
      Servicer in accordance with the terms hereof, except as such enforcement
      may be limited by (A) applicable bankruptcy, insolvency, reorganization,
      liquidation, receivership, moratorium and other laws relating to or
      affecting creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (iv) The Master Servicer is not in violation 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 violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Master
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which, if
      determined adversely to the Master Servicer, would prohibit the Master
      Servicer from entering into this Agreement or, in the Master Servicer's
      good faith and reasonable judgment, is likely to materially and adversely
      affect the ability of the Master Servicer to perform its obligations under
      this Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer of, or compliance by the Master
      Servicer with, this Agreement or the consummation of the Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Master Servicer of its
      obligations under this Agreement, or which, if not obtained, would not
      have a materially adverse effect on the ability of the Master Servicer to
      perform its obligations hereunder;

            (vii) The Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) The Master Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance and the fidelity bond
      in the amounts and with the coverage required by Section 3.07(c).

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Master Servicer, the Certificate Administrator and the B Loan
Holders, as of the Closing Date and as to the Special Servicer, 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 in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not (A) violate the Special
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Special Servicer which, in the case of
      either (B) or (C), is likely to materially and adversely affect the
      Special Servicer's ability to perform hereunder;

            (iii) The Special Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      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 violation 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 violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Special
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect 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, if
      determined adversely to the Special Servicer, 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 the ability of the Special Servicer to perform its obligations
      under this Agreement;

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of
      Mortgage Loans is covered by errors and omissions insurance and fidelity
      bond in the amounts and with the coverage required by Section 3.07(c).
      Neither the Special Servicer nor any of its officers, directors or
      employees that is or, following the occurrence of a Servicing Transfer
      Event, would be involved in the servicing or administration of Mortgage
      Loans has been refused such coverage or insurance;

            (viii) 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 contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or cannot be obtained prior to the actual
      performance by the Special Servicer of its obligations under this
      Agreement, or which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            Section 3.25 Limitation on Liability of the Series 2004-C5 Directing
Certificateholder

            The Series 2004-C5 Directing Certificateholder shall have no
liability whatsoever to the Trust Fund or any Certificateholder other than a
Controlling Class Certificateholder and shall have no liability to any
Controlling Class Certificateholder for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that, with respect to Controlling Class
Certificateholders, the Series 2004-C5 Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the Series
2004-C5 Directing Certificateholder may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Series 2004-C5 Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Series 2004-C5 Directing Certificateholder may act
solely in the interests of the Holders of the Controlling Class, that the Series
2004-C5 Directing Certificateholder does not have any duties to the Holders of
any Class of Certificates other than the Controlling Class, that the Series
2004-C5 Directing Certificateholder may take actions that favor the interests of
the Holders of the Controlling Class over the interests of the Holders of one or
more other classes of Certificates, and that the Series 2004-C5 Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Series 2004-C5
Directing Certificateholder or any director, officer, employee, agent or
principal thereof for having so acted.

            Section 3.26 Filings with the Securities and Exchange Commission

            (a) With respect to the Trust's fiscal year 2004 (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Registered Certificates are held
(directly or, in the case of Registered Certificates held in book-entry form,
through the Depository) by at least 300 Holders and/or Depository Participants
having accounts with the Depository, or if reporting under the Exchange Act is
required during or for, as applicable, such fiscal year because the Certificate
Administrator failed to make the requisite filing suspending such reporting),
the Certificate Administrator shall:

            (i) with respect to each Distribution Date during such fiscal year,
      in accordance with the Exchange Act, the rules and regulations promulgated
      thereunder and applicable "no-action letters" issued by the Commission,
      prepare for filing, execute on behalf of the Trust and properly and timely
      file with the Commission monthly, with respect to the Trust, a Current
      Report on Form 8-K, which shall include as an exhibit a copy of the
      Certificate Administrator Report disseminated by the Certificate
      Administrator on such Distribution Date and such other items as the
      Depositor may reasonably request;

            (ii) during such fiscal year, (A) monitor for and promptly notify
      the Depositor of the occurrence or existence of any of the matters
      identified in Section 11.10(a) and/or Section 3.26(c) (in each case to the
      extent that a Responsible Officer of the Certificate Administrator has
      actual knowledge thereof), (B) cooperate with the Depositor in obtaining
      all necessary information in order to enable the Depositor to prepare a
      Current Report on Form 8-K reporting any such matter in accordance with
      the Exchange Act, the rules and regulations promulgated thereunder and
      applicable "no-action letters" issued by the Commission, and (C) execute
      on behalf of the Trust and promptly file with the Commission any such
      Current Report on Form 8-K prepared by or on behalf of the Depositor and
      delivered to the Certificate Administrator;

            (iii) at the reasonable request of, and in accordance with the
      reasonable directions of, any other party hereto, prepare for filing and
      promptly file with the Commission an amendment to any Current Report on
      Form 8-K previously filed with the Commission with respect to the Trust;
      and

            (iv) within 90 days following the end of such fiscal year, prepare
      and properly file with the Commission, with respect to the Trust, an
      Annual Report on Form 10-K, which complies in all material respects with
      the requirements of the Exchange Act, the rules and regulations
      promulgated thereunder and applicable "no-action letters" issued by the
      Commission, which shall include as exhibits the Officer's Certificates and
      Accountant's Statements delivered pursuant to Section 3.13 and Section
      3.14, respectively, with respect to the Master Servicer and the Special
      Servicer for such fiscal year, and which shall further include such
      certification(s) as may be required under the Sarbanes-Oxley Act of 2002
      and any rules promulgated by, or interpretive guidance from, the
      Commission (such certification(s), individually and collectively, insofar
      as they are required to be part of any particular Annual Report on Form
      10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley
      Certifications shall be signed by an officer of the Depositor as
      contemplated by this Section 3.26);

provided that (x) the Certificate Administrator shall not have any
responsibility to file any items (other than those generated by it) that have
not been received in a format suitable for (or readily convertible to a format
suitable for) electronic filing via the EDGAR system (including "ASCII",
"Microsoft Excel" (solely in the case of reports from the Master Servicer or the
Special Servicer pursuant to Section 3.12), "Microsoft Word" or another format
reasonably acceptable to the Certificate Administrator) and shall not have any
responsibility to convert any such items to such format (other than those items
generated by it or readily convertible to such format) and (y) the Depositor
shall be responsible for preparing, executing and filing (via the EDGAR system
within 15 days following the Closing Date) a Current Report on Form 8-K
reporting the establishment of the Trust and whereby this Agreement is filed as
an exhibit. Each of the other parties to this Agreement shall deliver to the
Certificate Administrator in the format required for (or readily convertible to
a format suitable for) electronic filing via the EDGAR system (including
"ASCII", "Microsoft Excel" (solely in the case of reports from the Master
Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft Word" or
another format reasonably acceptable to the Certificate Administrator) any and
all items contemplated to be filed with the Commission pursuant to this Section
3.26(a).

            The Certificate Administrator shall have no liability to
Certificateholders or the Trust with respect to any failure to properly prepare
or file with the Commission any of the reports under the Exchange Act
contemplated by this Section 3.26(a) to the extent that such failure did not
result from any negligence, bad faith or willful misconduct on the part of the
Certificate Administrator.

            (b) All Annual Reports on Form 10-K with respect to the Trust shall
include a Sarbanes-Oxley Certification, and a copy of such Sarbanes-Oxley
Certification shall be provided to the Rating Agencies. An officer of the
Depositor shall sign the Sarbanes-Oxley Certification. The Depositor hereby
grants to the Certificate Administrator a limited power of attorney to execute
and file such Annual Report on Form 10-K on behalf of the Depositor, which power
of attorney shall continue until the earlier of (i) receipt by the Certificate
Administrator from the Depositor of written notice terminating such power of
attorney or (ii) the termination of the Trust. The Master Servicer, the Special
Servicer and the Certificate Administrator (each, a "Performing Party") shall
provide to the Person who signs the Sarbanes-Oxley Certification, and the
Special Servicer shall also provide to the Master Servicer (in each case, a
"Certifying Person"), a certification (each, a "Performance Certification"), in
the form set forth on Exhibit M hereto with changes that are consented to by the
Certificate Administrator, Master Servicer and Special Servicer (such consent
not to be unreasonably withheld) and are reasonably necessary to allow the
Certifying Person to establish reasonable reliance with respect to the
information provided by such Performing Party in connection with any
modifications to the Sarbanes Oxley Certification adopted by the Commission
(with respect to the Master Servicer and the Certificate Administrator) or in
the form set forth on Exhibit A to Exhibit M hereto with changes that are
consented to by the Certificate Administrator, Master Servicer and Special
Servicer (such consent not to be unreasonably withheld) and reasonably necessary
to allow the Certifying Person to establish reasonable reliance with respect to
the information provided by such Performing Party in connection with any
modifications to the Sarbanes Oxley Certification adopted by the Commission
(with respect to the Special Servicer), as applicable, on which the Certifying
Person, the Depositor (if the Certifying Person is an individual), and each
partner, representative, Affiliate, member, manager, director, officer,
shareholder, employee or agent of the Certifying Persons (collectively with the
Certifying Persons, "Certification Parties") can rely. The Certificate
Administrator's certification with respect to items 1 through 3 of Exhibit M
hereto shall relate to distribution information, and the Master Servicer's
certification with respect to items 4 and 5 of Exhibit M hereto (and the Special
Servicer's certification with respect to the items on Exhibit A to Exhibit M
hereto) shall relate to servicing information. Notwithstanding the foregoing,
nothing in this paragraph shall require any Performing Party to (i) certify or
verify the accurateness or completeness of any information provided to such
Performing Party by third parties, (ii) to certify information other than to
such Performing Party's knowledge and in accordance with such Performing Party's
responsibilities hereunder or under any other applicable servicing agreement 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 Performing Party have been completed except as they have been
left blank on their face. In addition, if directed by the Depositor or the
Master Servicer, as applicable, such Performing Party (other than the
Certificate Administrator) shall provide an identical certification to
Depositor's or the Master Servicer's, as applicable, certified public
accountants that such Performing Party provided to its own certified public
accountants to the extent such certification relates to the performance of such
Performing Party's duties pursuant to this Agreement or a modified certificate
limiting the certification therein to the performance of such Performing Party's
duties pursuant to this Agreement. In the event any Performing Party is
terminated or resigns pursuant to the terms of this Agreement, such Performing
Party shall provide a Performance Certification to the Depositor or the Master
Servicer, as applicable, pursuant to this Section 3.26 with respect to the
period of time such Performing Party was subject to this Agreement.

            (c) At all times during the Trust's fiscal year 2004 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, or if reporting
under the Exchange Act is required during or for, as applicable, any other
fiscal year because the Certificate Administrator failed to make the requisite
filing suspending such reporting, at all times during such other fiscal year),
the Certificate Administrator shall monitor for and promptly notify the
Depositor of the occurrence or existence of any of the following matters of
which a Responsible Officer of the Certificate Administrator has actual
knowledge:

            (i) any failure of the Certificate Administrator to make any monthly
      distributions to the Holders of any Class of Certificates, which failure
      is not otherwise reflected in the Certificateholder Reports filed with the
      Commission or has not otherwise been reported to the Depositor pursuant to
      any other Section of this Agreement;

            (ii) any acquisition or disposition by the Trust of a Trust Mortgage
      Loan or an REO Property, which acquisition or disposition has not
      otherwise been reflected in the Certificateholder Reports filed with the
      Commission or has not otherwise been reported to the Depositor pursuant to
      any other section of this Agreement;

            (iii) any other acquisition or disposition by the Trust of a
      significant amount of assets (other than Permitted Investments, Trust
      Mortgage Loans and REO Properties), other than in the normal course of
      business;

            (iv) any change in the fiscal year of the Trust;

            (v) any material legal proceedings, other than ordinary routine
      litigation incidental to the business of the Trust, to which the Trust (or
      any party to this Agreement on behalf of the Trust) is a party or of which
      any property included in the Trust Fund is subject, or any threat by a
      governmental authority to bring any such legal proceedings;

            (vi) any event of bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities, or similar proceedings in respect
      of or pertaining to the Trust or any party to this Agreement, or any
      actions by or on behalf of the Trust or any party to this Agreement
      indicating its bankruptcy, insolvency or inability to pay its obligations;
      and

            (vii) any change in the rating or ratings assigned to any Class of
      Certificates not otherwise reflected in the Certificateholder Reports
      filed with the Commission;

provided that (x) the actual knowledge of a Responsible Officer of the
Certificate Administrator of any material legal proceedings of which property
included in the Trust Fund is subject or of any material legal proceedings
threatened by a governmental authority is limited to circumstances where it
would be reasonable for the Certificate Administrator to identify such property
as an asset of, or as securing an asset of, the Trust or such threatened
proceedings as concerning the Trust and (y) no Responsible Officer of the
Certificate Administrator shall be deemed to have actual knowledge of the
matters described in clauses (vi) and (vii) of this Section 3.26(b) unless such
Responsible Officer was notified in writing.

            (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2004), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Certificate Administrator shall, in accordance
with the Exchange Act and the rules and regulations promulgated thereunder,
timely file a Form 15 with respect to the Trust notifying the Commission of the
suspension of the reporting requirements under the Exchange Act.

            (e) Nothing contained in this Section 3.26 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement, or any of such party's officers, to
execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded
as a breach by such party of any of its obligations under this Agreement. The
Depositor, each Performing Party and the Certificate Administrator hereby agree
to negotiate in good faith with respect to compliance with any further guidance
from the Commission or its staff relating to the execution of any Form 10-K and
any Sarbanes-Oxley Certification. In the event such parties agree on such
matters, this Agreement shall be amended to reflect such agreement pursuant to
Section 11.01.

            (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 3.26 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of its obligations otherwise
hereunder. A Performing Party shall have no obligation to indemnify any
Certification Party for an inaccuracy in the Performance Certification of any
other Performing Party. If the indemnification provided for in this Section 3.26
is unavailable or insufficient to hold harmless a Certification Party (on
grounds of public policy or otherwise), then each Performing Party shall
contribute to the amount paid or payable by such Certification Party as a result
of the losses, claims, damages or liabilities of such Certification Party in
such proportion as is appropriate to reflect the relative fault of such
Certification Party on the one hand and each Performing Party on the other. The
obligations of the Performing Parties in this Section 3.26(f) to contribute are
several in the proportions described in the preceding sentence and not joint.

            With respect to the indemnification provided for in this Section
3.26, 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 (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), 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. 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, 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.

            (g) Notwithstanding any provisions in this Agreement to the
contrary, but subject to the last sentence of this subsection, the Certificate
Administrator shall not be required to review the content of any Exchange Act
Report for compliance with applicable securities laws or regulations,
completeness, accuracy or otherwise, and the Certificate Administrator shall
have no liability with respect to any Exchange Act Report filed with the
Commission or delivered to Certificateholders. None of the Master Servicer, the
Special Servicer and the Certificate Administrator shall be responsible for the
accuracy or completeness of any information supplied by a Borrower or a third
party for inclusion in any Form 8-K, and each of the Master Servicer, the
Special Servicer and the Certificate Administrator and their respective
Affiliates, shareholders, partners, members, managers, agents, directors,
officers and employees shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense incurred in connection with any legal
action relating to any statement or omission or alleged statement or omission
therein. None of the Certificate Administrator, the Special Servicer and the
Master Servicer shall have any responsibility or liability with respect to any
Exchange Act Report filed by the Depositor, and each of the Master Servicer, the
Special Servicer and the Certificate Administrator and their respective
Affiliates, shareholders, partners, members, managers, agents, directors,
officers and employees shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense incurred in connection with any legal
action relating to any statement or omission or alleged statement or omission
therein. Notwithstanding the foregoing, however, this Section 3.26(g) is subject
to (and no Performing Party will be entitled to indemnification for any payments
made by it pursuant to) Section 3.26(f), and each Performing Party shall be
responsible for any Performance Certification delivered by it to the extent set
forth in this Section 3.26.

            (h) [Reserved]

            (i) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Person in connection with such
Person's attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or, solely in the case where the Certifying Person in respect of
the Master Servicer attempts to conduct any due diligence with respect to the
Special Servicer, any Performance Certification, or portion thereof with respect
to the Trust.

            (j) Unless the other parties hereto receive written notice from the
Certificate Administrator to the contrary, the Certificate Administrator hereby
certifies that it intends to file any Annual Report on Form 10-K with respect to
the Trust for any particular fiscal year on the last Business Day that is not
more than 90 days following the end of such fiscal year. Unless an alternative
time period is provided for in this Agreement, the respective parties hereto
shall deliver to the Certificate Administrator, at least 10 Business Days prior
to the date on which the Certificate Administrator intends to file any Annual
Report on Form 10-K as contemplated by Section 3.26(a), any items required to be
delivered by such party that are to be an exhibit to such Annual Report on Form
10-K. The Depositor hereby directs the Certificate Administrator to notify the
Master Servicer and the Special Servicer that an Annual Report on Form 10-K
shall be required to be filed with respect to the Trust for 2004.

            Section 3.27 Lock-Box Accounts, Cash Collateral Accounts and
Servicing Accounts

            (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any. Each Lock-Box Account, Cash Collateral Account and Servicing Account shall
be an Eligible Account, except to the extent provided in the related Mortgage
Loan Documents.

            (b) For any Mortgage Loan that provides that a Lock-Box Account will
be established upon the occurrence of certain events specified in the related
Mortgage Loan Documents, the Master Servicer shall establish on behalf of the
Trust such Lock-Box Account upon the occurrence of such events unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
Lock-Box Account should not be established. Notwithstanding the foregoing, the
Master Servicer shall establish a Lock-Box Account for each ARD Mortgage Loan no
later than its Anticipated Repayment Date.

            (c) With respect to each Mortgage Loan requiring the establishment
of a Lock-Box Account, the Master Servicer, upon receipt of the annual financial
statements of each Borrower, shall compare the gross revenue for the related
Mortgaged Property, as set forth in such financial statements, with the history
of the related Borrower's deposits (on an annual basis) into such Lock-Box
Account and shall report any discrepancies over 10% to the Special Servicer.

            (d) The Master Servicer shall timely provide all notifications and
otherwise timely take all actions necessary to perfect or maintain the
perfection of the security interest of the Trustee in each Lock-Box Account,
Cash Collateral Account and Servicing Account with respect to any Mortgage Loan.

            Section 3.28 Interest Reserve Account

            (a) The Certificate Administrator shall establish, on or before the
Closing Date, and maintain the Interest Reserve Account. The Certificate
Administrator shall maintain the Interest Reserve Account at its Corporate Trust
Office and shall give notice to the Master Servicer, the Special Servicer and
the Depositor of any new location of the Interest Reserve Account prior to any
change thereof. On each Distribution Date in any February and on each
Distribution Date in any January which occurs in a year that is not a leap year,
the Certificate Administrator shall withdraw from the Distribution Account and
deposit into the Interest Reserve Account in respect of each Interest Reserve
Loan an amount withheld from the related Monthly Payment or P&I Advance equal to
one day's interest on the Stated Principal Balance of such Interest Reserve Loan
immediately prior to such Distribution Date at the related Net Mortgage Rate, to
the extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any January, except in the case of a leap year, and in
any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Certificate
Administrator shall withdraw from the Interest Reserve Account an amount equal
to the Withheld Amounts from the immediately preceding January and February, if
any, and deposit such amount (excluding any net investment income thereon) into
the Distribution Account. On each Distribution Date, the Certificate
Administrator shall deposit any Net Investment Loss into the Interest Reserve
Account and shall be permitted to withdraw any Net Investment Earnings from the
Interest Reserve Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Certain Mortgage Loans

            (a) Prior to taking any action with respect to a Mortgage Loan
secured by any Mortgaged Properties located in a "one-action" state, the Special
Servicer shall consult with legal counsel, the fees and expenses of which shall
be covered by a Servicing Advance by the Master Servicer.

            (b) With respect to any Mortgage Loan which permits the related
Borrower, with the consent or grant of a waiver by the mortgagee to amend or
modify the related Borrower's organizational documents, the Special Servicer may
consent (subject to Section 3.20 hereof) to either such action, or grant a
waiver with respect thereto, only if the Special Servicer determines that such
consent or grant of waiver is likely to result in a greater or equal recovery on
a present value basis (discounted at the related Mortgage Rate) than the
withholding of such consent or grant of waiver, and (in the case of a Trust
Mortgage Loan that is a Significant Trust Mortgage Loan) the Special Servicer
first obtains written confirmation from each Rating Agency that such consent or
grant of waiver would not, in and of itself, result in a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates. The Master Servicer shall not be entitled or required to consent
to, or grant a waiver with respect to, such action, except in accordance with
Section 3.20 hereof, and except that, if such action is related to an assumption
transaction contemplated by Section 3.08, the Master Servicer shall process the
Borrower's request for such consent or waiver and submit such request for
approval by the Special Servicer in connection with its approval of the subject
assumption transaction pursuant to Section 3.08.

            (c) With respect to any ARD Mortgage Loan, so long as no event of
default beyond applicable notice and grace periods has occurred and is
continuing, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the payment of Excess Interest or principal
in excess of the principal component of the constant Monthly Payment, other than
requests for collection, until the date on which principal and all accrued
interest (other than Excess Interest) has been paid in full (the failure of the
Borrower to pay Excess Interest shall not be considered an event of default for
purposes of this paragraph). Nothing in this paragraph shall limit the
obligation of the Master Servicer and the Special Servicer to establish a
Lock-Box Account pursuant to Section 3.27.

            (d) To the extent not inconsistent with the related Mortgage Loan
Documents, neither the Master Servicer nor the Special Servicer shall consent to
a change of franchise affiliation with respect to any hotel property that in
whole or in part constitutes the Mortgaged Property securing a Mortgage Loan
unless it obtains written confirmation from each Rating Agency that such change
of franchise affiliation would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings on any Class of
Certificates. Neither the Master Servicer nor the Special Servicer shall be
required to obtain such written consent from any Rating Agency if such Mortgage
Loan is not one of the ten largest Trust Mortgage Loans (which term shall, for
the purposes of this Section 3.29(d), include groups of Crossed Trust Mortgage
Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) by
outstanding principal balance at such time and the then-current principal
balance of such Mortgage Loan is less than $35,000,000.

            (e) To the extent not inconsistent with the related Mortgage Loan
Documents, the Master Servicer or Special Servicer shall not consent to a change
in the property manager with respect to a property securing a Mortgage Loan that
is one of the ten largest Trust Mortgage Loans (which term shall, for the
purposes of this Section 3.29(e), include groups of Crossed Trust Mortgage Loans
and groups of Trust Mortgage Loans made to affiliated Borrowers) by outstanding
principal balance at such time or that has a then-current principal balance of
greater than $35,000,000, unless it obtains confirmation from S&P that the
appointment of such new property manager would not, in and of itself, result in
a downgrade, qualification or withdrawal of the then current ratings on any
Class of Certificates. The Master Servicer shall use reasonable efforts to cause
the related Borrower to pay the costs of such confirmation, and otherwise such
costs shall be a Trust Fund expense.

            (f) The Master Servicer shall, as to each Trust Mortgage Loan which
is secured by the interest of the related Borrower under a Ground Lease, at its
own expense, promptly (and in any event within 45 days of the Closing Date)
notify the related ground lessor of the transfer of such Trust Mortgage 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 Master Servicer, on behalf of the Trustee.

            (g) The Special Servicer shall not grant any discretionary consent
to a transfer of any Junior Loan pursuant to the related Intercreditor Agreement
or to any additional cure beyond those specifically provided for in the related
Intercreditor Agreement unless it obtains the consent of the Series 2004-C5
Directing Certificateholder (with respect to the Eastgate Mall Loan, which
consent with respect to the transfer of such Junior Loan shall not be
unreasonably withheld, conditioned or delayed). The Special Servicer shall
receive any such request for such discretionary consents from any Junior Loan
Holder, and shall forward its analysis and recommendation to the Series 2004-C5
Directing Certificateholder, who shall approve or reject such recommendation.
The Series 2004-C5 Directing Certificateholder shall be deemed to have approved
such recommendation if not denied within ten Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Series 2004-C5 Directing Certificateholder may reasonably request, such
ten Business Day period to commence upon the receipt of the rating agency
confirmation described in the next sentence. Notwithstanding the foregoing, the
Special Servicer shall not grant any discretionary consent to a transfer of any
Junior Loan pursuant to the related Intercreditor Agreement unless it receives
the rating agency confirmation, if any, required pursuant to such Intercreditor
Agreement. In addition, notwithstanding the foregoing, with respect to granting
of any additional cure beyond those specifically provided for in the related
Intercreditor Agreement, there shall not be any deemed approvals and only
affirmative approvals (and for the avoidance of doubt, the time periods for
approvals set forth in this paragraph shall not apply to affirmative approvals)
by the Series 2004-C5 Directing Certificateholder shall permit the Special
Servicer to process such documentation as described above.

            Section 3.30 Master Servicer and Special Servicer May Own
Certificates

            (a) The Master Servicer and any agent of the Master Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent; except, with respect to Voting Rights, as set forth in the definition of
"Certificateholder".

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent; except, with respect to Voting Rights, as set forth in
the definition of "Certificateholder".

            Section 3.31 Certain Matters Regarding the Eastgate Mall Total Loan

            (a) The Master Servicer (or, if the Eastgate Mall Loan is a
Specially Serviced Trust Mortgage Loan, then the Special Servicer) shall service
and administer the Eastgate Mall Total Loan in a manner consistent with the
Eastgate Mall Intercreditor Agreement and, unless another party is expressly
responsible hereunder, shall (subject to the Servicing Standard) satisfy all of
the obligations required to be performed by the "A-1 Lender".

            (b) No later than 30 days after the Eastgate Mall Loan becomes a
Specially Serviced Mortgage Loan, the Special Servicer shall use its reasonable
efforts to provide the Series 2004-C5 Directing Certificateholder and the
Eastgate Mall Junior Loan Holders (other than a Eastgate Mall Junior Loan Holder
who is also the related Borrower or any Affiliate of the related Borrower) the
Eastgate Mall Asset Status Report.

            If the Eastgate Mall Asset Status Report contains the Eastgate Mall
Consultation Actions, prior to taking any of the Eastgate Mall Consultation
Actions, the Special Servicer shall consult with the Eastgate Mall Controlling
Holder regarding any Eastgate Mall Consultation Actions subject to certain
exceptions contained in the Eastgate Mall Intercreditor Agreement (although the
Special Servicer may reject any advice or direction of the Eastgate Mall
Controlling Holder).

            In addition, if the Eastgate Mall Asset Status Report contains the
Eastgate Mall Consent Actions, prior to taking any of the Eastgate Mall Consent
Actions, subject to Section 4(e) of the Eastgate Mall Intercreditor Agreement,
the Special Servicer shall not implement the Eastgate Mall Consent Actions
unless (i) the Eastgate Mall Controlling Holder affirmatively approves such
actions in writing or (ii) if the Eastgate Mall Controlling Holder does not
affirmatively disapprove such action in writing within the time frame required
under the Eastgate Mall Intercreditor Agreement, the Series 2004-C5 Directing
Certificateholder affirmatively approves such actions pursuant to this
Agreement. If the Eastgate Mall Controlling Holder disapproves the Eastgate Mall
Consent Actions, then the Special Servicer must deliver a revised Eastgate Mall
Asset Status Report to the Eastgate Mall Controlling Holder within 10 days after
such disapproval and the Special Servicer may not implement the Eastgate Mall
Consent Actions contained therein unless there is an approval as described in
the preceding sentence; provided that following the delivery of a third revised
Eastgate Mall Asset Status Report, the Special Servicer shall implement the
Eastgate Mall Consent Actions as outlined in such asset status report; provided
further that if the Special Servicer determines that immediate action is
necessary to protect the interests of the Certificateholders and the Eastgate
Mall Junior Loan Holders (as a collective whole) and the Special Servicer has
made a reasonable effort to contact the Eastgate Mall Controlling Holder, then
the Special Servicer may take any Eastgate Mall Consent Action without waiting
for a response to such notice.

            Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Eastgate Mall Controlling Holder, as
contemplated by the foregoing provisions of this Section 3.31(b), may (and the
Special Servicer shall ignore and act without regard to any such advice,
direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, will) require or cause the Special Servicer or
the Trustee to take any action or refrain from taking any action which would
violate any law of any applicable jurisdiction, be inconsistent with the
Servicing Standard or violate the REMIC Provisions or violate any other
provisions of this Agreement, the Loan Documents, or any provisions of the
Eastgate Mall Intercreditor Agreement or materially expand the scope of the
Special Servicer's responsibilities under this Agreement.

            (c) [Reserved]

            (d) [Reserved]

            (e) [Reserved]

            (f) Upon the termination of a Eastgate Mall Cure Period, at any time
after the "Prepayment Lockout Expiration Date" (as defined in the Eastgate Mall
Intercreditor Agreement), the Eastgate Mall B-2 Loan Holder, so long as it is
not the related Borrower or any Affiliate of the related Borrower, has the first
priority right to purchase the Eastgate Mall Loan by giving written notice
within 30 days of the termination of the Eastgate Mall B-2 Loan Holder's cure
period to the Master Servicer and Special Servicer (a "Eastgate Mall B-2 Loan
Holder Repurchase Notice"). Upon expiration of such 30-day period, the Eastgate
Mall B-1 Loan Holder has the first priority right to purchase the Eastgate Mall
Loan by giving written notice to the Master Servicer and Special Servicer within
15 days of such expiration (a "Eastgate Mall B-1 Loan Holder Repurchase Notice"
and together with the "Eastgate Mall B-2 Loan Holder Repurchase Notice", the
"Eastgate Mall Junior Loan Holder Repurchase Notice"). Each Eastgate Mall Junior
Loan Holder's right to exercise the purchase option will automatically terminate
upon the earliest to occur of (a) the expiration of the 30-day period, with
respect to the Eastgate Mall B-2 Loan Holder, or subsequent 15-day period, with
respect to the Eastgate Mall B-1 Loan Holder, following the termination of the
Eastgate Mall Cure Period, (b) the consummation of a foreclosure sale, sale by
power of sale or delivery of a deed in lieu of foreclosure of the Eastgate Mall
Property, and (c) the purchase of the Eastgate Mall Loan pursuant to any fair
value purchase option set forth in this Agreement. Upon the delivery of the
applicable Eastgate Mall Junior Loan Holder Repurchase Notice to the Master
Servicer and Special Servicer, the Trustee shall sell (and the applicable
Eastgate Mall Junior Loan Holder shall purchase) the Eastgate Mall Loan free and
clear of any sub-interests therein (but subject to the interests of the Eastgate
Mall B-2 Loan Holder if the Eastgate Mall B-1 Loan Holder purchases the Eastgate
Mall Loan) or any other liens, claims or encumbrances for the applicable
"Defaulted Mortgage Loan Purchase Price" (as defined in the Eastgate Mall
Intercreditor Agreement), on a date (the "Eastgate Mall Repurchase Date") not
less than five Business Days nor more than 10 Business Days after the date of
the applicable Eastgate Mall Junior Loan Holder Repurchase Notice, as shall be
established by the Special Servicer. The applicable "Defaulted Mortgage Loan
Purchase Price" (as defined in the Eastgate Mall Intercreditor Agreement) shall
be calculated by the Special Servicer three Business Days prior to the
applicable Eastgate Mall Repurchase Date (and such calculation shall be
accompanied by reasonably detailed back-up documentation explaining how such
price was determined) and shall, absent manifest error, be binding upon the
Certificateholders and the applicable Eastgate Mall Junior Loan Holder. For the
avoidance of doubt, neither Eastgate Mall Junior Loan Holder shall have any
option to purchase the Eastgate Mall Loan under Section 3.18 (without a direct
assignment of such right to such Eastgate Mall Junior Loan Holder from the
Series 2004-C5 Directing Certificateholder).

            (g) In connection with any purchase of the Eastgate Mall Loan,
pursuant to or as contemplated by Section 3.31(f), the Master Servicer or the
Special Servicer shall (i) if it receives the related Purchase Price or
"Defaulted Mortgage Loan Purchase Price" (as defined in the Eastgate Mall
Intercreditor Agreement) and/or any other amounts payable in connection with the
purchase, deposit same, or remit same to the Master Servicer for deposit, as
applicable, into the 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 Master Servicer, the Trustee shall: (i) deliver the 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 the Eastgate Mall Loan
in the appropriate transferee, without recourse, representations or warranties.

            (h) The parties hereto acknowledge the purchase options of the
respective Eastgate Mall Junior Loan Holders (and/or their respective designees
and/or representatives) in respect of the Eastgate Mall Loan pursuant to
Eastgate Mall Intercreditor Agreement. Upon its receipt of any Eastgate Mall
Junior Loan Holder Repurchase Notice, each party hereto shall promptly forward a
copy of such notice to the Series 2004-C5 Directing Certificateholder.

            (i) In the event any monetary default beyond applicable notice and
grace periods or non-monetary default beyond applicable notice and grace periods
(of which the Master Servicer or Special Servicer has knowledge) shall exist
with respect to the Eastgate Mall Total Loan, then, upon notice (a "Eastgate
Mall Cure Option Notice") of the occurrence of such default beyond applicable
notice and grace periods (which notice the Master Servicer or Special Servicer,
as the case may be, shall promptly give to the Eastgate Mall Junior Loan Holders
upon receipt of knowledge thereof), the Eastgate Mall Controlling Holder (other
than a Eastgate Mall B-2 or B-1 Loan Holder, as applicable, who is also the
related Borrower or any Affiliate of the related Borrower, to the actual
knowledge of the Master Servicer or Special Servicer, as applicable) shall have
the right to cure defaults with respect to the Eastgate Mall Loan; provided that
the subject cure must be completed, in the case of a monetary default, within
three Business Days of receipt of the Eastgate Mall Cure Option Notice, and in
the case of a non-monetary default, within 20 days of receipt of the Eastgate
Mall Cure Option Notice. If the Eastgate Mall B-2 Loan Holder is the Eastgate
Mall Controlling Holder and it does not exercise its cure rights, then the
Eastgate Mall B-1 Loan Holder shall have the right to cure a monetary default
within two Business Days and a non-monetary default within 10 days of the
expiration of the Eastgate Mall B-2 Loan Holder's cure period. In the event that
a Eastgate Mall Junior Loan Holder elects to cure a default that can be cured by
the payment of money (each such payment, a "Eastgate Mall Cure Payment"), the
curing Eastgate Mall Junior Loan Holder shall make such Eastgate Mall Cure
Payment as directed by the Master Servicer or Special Servicer, as the case may
be, and each such Eastgate Mall Cure Payment shall include, among other things,
all unreimbursed "Advances" (without regard to whether such Advances would be a
Nonrecoverable Advance) and any interest accrued thereon, "Additional Trust Fund
Expenses" (each as defined in the Eastgate Mall Intercreditor Agreement), any
unpaid Master Servicing Fees, Special Servicing Fees and Primary Servicing Fees
with respect to the Eastgate Mall Total Loan, and any P&I Advance (and any
interest accrued thereon) with respect to the Eastgate Mall Loan not paid by the
related Borrower (without regard to whether such P&I Advance would be a
Nonrecoverable Advance). The right of the curing Eastgate Mall Junior Loan
Holder to reimbursement of any Eastgate Mall Cure Payment shall be subordinate
in all respects to the rights of the holder of the Eastgate Mall Loan to
distributions with respect to the Eastgate Mall Total Loan and to all amounts
distributable to them. So long as a default exists that is being cured by the
Eastgate Mall Controlling Holder pursuant to this Section 3.31(i) and Section 8
of the Eastgate Mall Intercreditor Agreement and the cure period has not expired
and the Eastgate Mall Junior Loan Holder is permitted to cure under the terms of
such provisions, such default shall not constitute a default or an event of
default (i) under the Eastgate Mall Intercreditor Agreement; (ii) for purposes
of accelerating the Eastgate Mall Total Loan, modifying, amending or waiving any
provisions of the related Loan Documents or commencing proceedings for
foreclosure or the taking of title by deed-in-lieu of foreclosure or other
similar legal proceedings with respect to the related Mortgaged Property; or
(iii) for purposes of treating the Eastgate Mall Total Loan as a Specially
Serviced Trust Mortgage Loan; provided that such limitations shall not prevent
the Master Servicer or Special Servicer from sending notices of the default to
the related Borrower or any related guarantor or making demands on the related
Borrower or any related guarantor or from collecting Penalty Charges from the
related Borrower. Notwithstanding anything to the contrary contained in this
subsection, the Eastgate Mall Junior Loan Holders collectively shall not cure
more than three successive monetary defaults or four non-monetary defaults, and
the Eastgate Mall Junior Loan Holders collectively shall be limited to five
total cures of monetary defaults over the life of the Eastgate Mall Total Loan.
Notwithstanding the foregoing, the making of a Eastgate Mall Cure Payment by any
Person entitled to do so shall not act as a waiver of any amounts due under the
related Loan Documents by the related Borrower.

            (j) Any decisions made by the Master Servicer or Special Servicer,
as the case may be, with respect to the Eastgate Mall Total Loan pursuant to and
in accordance with the Servicing Standard and the other provisions of this
Agreement shall automatically be deemed to be reasonably exercised for purposes
of this Section 3.31, this Agreement and the Eastgate Mall Intercreditor
Agreement.

            (k) The Master Servicer and Special Servicer each shall provide or
make available to each Eastgate Mall Junior Loan Holder (other than a Eastgate
Mall Junior Loan Holder who is, to the actual knowledge of the Master Servicer
or Special Servicer, also the related Borrower or any Affiliate of the related
Borrower) or its designee, with respect to its Eastgate Mall Junior Loan or any
related REO Property, (i) any report and information required to be provided
pursuant to Section 24 of the Eastgate Mall Intercreditor Agreement, and (ii)
subject to the same conditions and restrictions on the distribution of
information which are applicable to the Mortgage Loans, unless already provided
pursuant to clause (i) above, the same reports, documents and other information
that the Master Servicer or Special Servicer, as the case may be, provides to
the Trustee and/or the Certificate Administrator with respect to the Eastgate
Mall Loan or any related REO Property, and on a concurrent basis (unless an
earlier delivery is otherwise expressly provided for herein) at the expense of
the Eastgate Mall Junior Loan Holders (with respect to all out of pocket
expenses and the reasonable administrative and photocopying costs of the
providing party). The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer each shall provide or make available to each
Eastgate Mall Junior Loan Holder (other than a Eastgate Mall Junior Loan Holder
who is, to the actual knowledge of the Trustee, the Certificate Administrator,
Master Servicer or Special Servicer, also the related Borrower or any Affiliate
of the related Borrower) or its designee, with respect to its Eastgate Mall
Junior Loan or any related REO Property, the same reports, documents and other
information that the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, provides to the Series 2004-C5
Directing Certificateholder with respect to the Eastgate Mall Loan or any
related REO Property, and on a concurrent basis at the expense of the Eastgate
Mall Junior Loan Holders. In addition, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable,
shall, upon receipt of a written request, subject to the same conditions and
restrictions on the distribution of information which are applicable to the
Mortgage Loans, provide to each Eastgate Mall Junior Loan Holder (other than a
Eastgate Mall Junior Loan Holder who is, to the actual knowledge of the Master
Servicer and Special Servicer, also the related Borrower or any Affiliate of the
related Borrower) or its designee (at such holder's expense) all other reports,
documents and information in the possession of such party that such holder or
its designee may reasonably request with respect to the Eastgate Mall Total
Loan, the Borrower or its Eastgate Mall Junior Loan or any related REO Property.
Notwithstanding the foregoing, none of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be required to
deliver to any Eastgate Mall Junior Loan Holder or its designee any particular
report, document or other information pursuant to this Section 3.31(k) if and to
the extent that (but only if and to the extent that) such particular report,
document or other information is otherwise delivered to such Eastgate Mall
Junior Loan Holder within the same time period contemplated by this Section
3.31(k) pursuant to any other section of this Agreement.

            (l) Each of the rights of the respective Eastgate Mall Junior Loan
Holders under or contemplated by this Section 3.31 shall be assignable to,
and/or exercisable by, a designee thereof except the related Borrower or any
Affiliate of the related Borrower (to the extent Master Servicer or Special
Servicer has actual knowledge of such relationship); provided that the Master
Servicer, the Special Servicer, the Trustee and the Certificate Administrator
are provided with written notice by the assignor of such assignment (upon which
such party may conclusively rely) and the contact details of the assignee.

            (m) [Reserved]

            (n) If any Person purchases the Eastgate Mall Loan as a Defaulted
Loan pursuant to Section 3.18, then the Person effecting the purchase must also
pay and/or reimburse to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Depositor the respective amounts then
currently due and owing to them hereunder with respect to the Eastgate Mall
Total Loan and that, pursuant to the Eastgate Mall Intercreditor Agreement,
would otherwise have been payable out of future collections on the Eastgate Mall
Total Loan. Notwithstanding anything herein to the contrary, no such purchase
shall be made unless reimbursements referred to in the prior sentence are paid.

            (o) [Reserved]

            (p) If there are any conflicts between this Section 3.31 and any of
the Loan Documents relating to the Eastgate Mall Total Loan or between this
Section 3.31 and the Eastgate Mall Intercreditor Agreement, then such Loan
Documents or such Eastgate Mall Intercreditor Agreement shall control. The
parties hereto recognize and acknowledge the respective rights of the Eastgate
Mall Junior Loan Holders under the Eastgate Mall Intercreditor Agreement.

            Section 3.32 Certain Matters Regarding the FedEx-Midway Total Loan

            (a) The Master Servicer (or, if the FedEx-Midway Loan is a Specially
Serviced Trust Mortgage Loan, then the Special Servicer) shall service and
administer the FedEx-Midway Total Loan in a manner consistent with the
FedEx-Midway Intercreditor Agreement and, unless another party is expressly
responsible hereunder, shall (subject to the Servicing Standard) satisfy all of
the obligations required to be performed by the "Note A Holder".

            (b) Notwithstanding anything contrary in this Agreement, the Master
Servicer and Special Servicer agrees not to take any action with respect to the
FedEx-Midway Total Loan or the related Mortgaged Property without the prior
consent of the FedEx-Midway B Loan Holder to the extent that the FedEx-Midway
Intercreditor Agreement provides that the FedEx-Midway B Loan Holder is required
to consent to such action. The Master Servicer and Special Servicer acknowledges
and agrees that the FedEx-Midway B Loan Holder has the right to cure certain
defaults with respect to the FedEx-Midway Loan and to purchase the FedEx-Midway
Loan in each case pursuant to the terms and conditions of the FedEx-Midway
Intercreditor Agreement. For the avoidance of doubt, the FedEx-Midway B Loan
Holder shall not have any option to purchase the FedEx-Midway Loan under Section
3.18 (without a direct assignment of such right to such FedEx-Midway B Loan
Holder from the Series 2004-C5 Directing Certificateholder).

            (c) In connection with any purchase of the FedEx-Midway Loan,
pursuant to the terms and conditions of the FedEx-Midway Intercreditor
Agreement, the Master Servicer or the Special Servicer shall (i) if it receives
the related purchase price as set forth in the FedEx-Midway Intercreditor
Agreement and/or any other amounts payable in connection with the purchase,
deposit same, or remit same to the Master Servicer for deposit, as applicable,
into the Master Servicer's Collection Account and so notify the Certificate
Administrator and 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 Master Servicer, the Trustee shall: (i)
deliver the 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 the FedEx-Midway Loan in the appropriate transferee, without
recourse, representations or warranties.

            (d) Notwithstanding the provisions of Section 6 of the FedEx-Midway
Intercreditor Agreement to the contrary, for so long as the FedEx-Midway Loan is
part of the Trust Fund, none of the Master Servicer, Special Servicer, Trustee
or Certificate Administrator shall purchase, on behalf of the Trust Fund, the
FedEx-Midway B Loan from the FedEx-Midway B Loan Holder.

            (e) The Master Servicer and Special Servicer each shall provide or
make available to the FedEx-Midway B Loan Holder (other than the FedEx-Midway B
Loan Holder who is, to the actual knowledge of the Master Servicer or Special
Servicer, also the related Borrower or any Affiliate of the related Borrower) or
its designee, with respect to its FedEx-Midway B Loan or any related REO
Property, subject to the same conditions and restrictions on the distribution of
information which are applicable to the Mortgage Loans, the same reports,
documents and other information that the Master Servicer or Special Servicer, as
the case may be, provides to the Trustee and/or the Certificate Administrator
with respect to the FedEx-Midway Loan or any related REO Property, and on a
concurrent basis (unless an earlier delivery is otherwise expressly provided for
herein) at the expense of the FedEx-Midway B Loan Holder. The Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer each
shall provide or make available to the FedEx-Midway B Loan Holder (other than
the FedEx-Midway B Loan Holder who is, to the actual knowledge of the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable, also the related Borrower or any Affiliate of the related Borrower)
or its designee, the same reports, documents and other information that the
Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, provides to the Series 2004-C5 Directing
Certificateholder with respect to the FedEx-Midway Loan or any related REO
Property, and on a concurrent basis at the expense of the FedEx-Midway B Loan
Holder. In addition, the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, shall, upon receipt of a
written request, subject to the same conditions and restrictions on the
distribution of information that are applicable to the Mortgage Loans, provide
or make available to the FedEx-Midway B Loan Holder (other than the FedEx-Midway
B Loan Holder who is, to the actual knowledge of the Trustee, the Certificate
Administrator, Master Servicer or Special Servicer also the related Borrower or
any Affiliate of the related Borrower) or its designee (at such holder's
expense) all other reports, documents and information in the possession of such
party that such holder or its designee may reasonably request with respect to
the FedEx-Midway Total Loan, the Borrower or the FedEx-Midway B Loan or any
related REO Property; provided, however, that in no event shall a FedEx-Midway B
Loan Holder be provided with any Fair Value calculation in respect of the
FedEx-Midway Loan. Notwithstanding the foregoing, none of the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer shall be
required to deliver to any FedEx-Midway B Loan Holder or its designee any
particular report, document or other information pursuant to this Section
3.32(e) if and to the extent that (but only if and to the extent that) such
particular report, document or other information is otherwise delivered to the
FedEx-Midway B Loan Holder within the same time period contemplated by this
Section 3.32(e) pursuant to any other section of this Agreement.

            (f) Each of the rights of the FedEx-Midway B Loan Holder under or
contemplated by this Section 3.32 shall be assignable to, and/or exercisable by,
a designee thereof except the related Borrower or any Affiliate of the related
Borrower (to the extent the Master Servicer or the Special Servicer has actual
knowledge of such relationship); provided that the Master Servicer, the Special
Servicer, the Trustee and the Certificate Administrator are provided with
written notice by the assignor of such assignment (upon which such party may
conclusively rely) and the contact details of the assignee.

            (g) If any Person purchases the FedEx-Midway Loan as a Defaulted
Loan pursuant to Section 3.18, then the Person effecting the purchase must also
pay and/or reimburse to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Depositor the respective amounts then
currently due and owing to them hereunder with respect to the FedEx-Midway Total
Loan and that, pursuant to the FedEx-Midway Intercreditor Agreement, would
otherwise have been payable out of future collections on the FedEx-Midway Total
Loan. Notwithstanding anything herein to the contrary, no such purchase shall be
made unless reimbursements referred to in the prior sentence are paid.

            (h) If there are any conflicts between this Section 3.32 and any of
the Loan Documents relating to the FedEx-Midway Total Loan or between this
Section 3.32 and the FedEx-Midway Intercreditor Agreement, then such Loan
Documents or such FedEx-Midway Intercreditor Agreement shall control. The
parties hereto recognize and acknowledge the rights of the FedEx-Midway B Loan
Holder under the FedEx-Midway Intercreditor Agreement.

            (i) For the avoidance of doubt, any proceeds remaining from the sale
of REO Property with respect to the FedEx-Midway Total Loan following payments
under clauses (i)-(x) of Section 2(a) of the FedEx-Midway Intercreditor
Agreement shall be allocated to the Trust Fund and the Fed-Ex Midway B Loan
Holder, pro rata, based on their original principal balances.

            Section 3.33 Authenticating Agent

            The Certificate Administrator may appoint an Authenticating Agent to
execute and to authenticate Certificates. The Authenticating Agent must be
acceptable to the Trustee 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 Master
Servicer, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities. The Certificate Administrator shall
serve as the initial Authenticating Agent and the Certificate Administrator
hereby accepts such appointment.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the
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 Depositor and the Master Servicer. The Trustee may at any time terminate the
agency of the Authenticating Agent other than the initial Authenticating Agent
by giving written notice of termination to the Authenticating Agent, the
Depositor and the Master Servicer. Upon receiving a notice of resignation or
upon such a termination, or in case at any time the Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section 3.33, the
Certificate Administrator may appoint a successor Authenticating Agent, which
shall be acceptable to the Trustee 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 3.33.

            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.

            Notwithstanding the foregoing in this Section 3.33, the appointment
of the Authenticating Agent shall not relieve the Certificate Administrator from
any of its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of the Authenticating Agent.


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions

            On each Distribution Date prior to the date on which the Certificate
Balance of the last outstanding Class of Subordinate Certificates has been
reduced to zero, to the extent of the Available Distribution Amount for such
Distribution Date, the Certificate Administrator shall transfer or be deemed to
transfer such amounts from the REMIC I Distribution Account to the REMIC II
Distribution Account in the amounts and priorities set forth in Section 4.01(b)
with respect to each Class of Uncertificated REMIC I Interests, and immediately
thereafter, shall make distributions in the following order of priority,
satisfying in full, to the extent required and possible, each priority before
making any distribution with respect to any succeeding priority from the
relevant portion of the Available Distribution Amount:

            (i) concurrently, (i) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-1,
      Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, pro rata, up
      to the Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date, (ii) from that portion of the Available Distribution
      Amount attributable to Loan Group No. 2, to the Class A-1-A Certificates,
      up to the Optimal Interest Distribution Amount for such Class for such
      Distribution Date and (iii) from the entire Available Distribution Amount,
      to the Class A-X and Class A-SP, pro rata, up to the Optimal Interest
      Distribution Amounts for each such Class for such Distribution Date;
      provided, however, that if the Available Distribution Amount for any
      Distribution Date (or the portion thereof attributable to either Loan
      Group) is insufficient to pay in full the Optimal Interest Distribution
      Amount, as provided above, on such Distribution Date, then the entire
      Available Distribution Amount shall be applied to make distributions of
      interest to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
      Class A-1-A, Class A-X and Class A-SP Certificateholders of, up to, and
      pro rata as among such Classes in accordance with, the respective Optimal
      Interest Distribution Amounts in respect of such Classes of Certificates
      for such Distribution Date;

            (ii) to make distributions of principal to the Class A-1, Class
      A-1-A, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, in
      reduction of the Certificate Balances thereof, an amount up to the Total
      Principal Distribution Amount for such Distribution Date, in the following
      order of priority:

            First, to the Class A-1-A Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2, until the Certificate Balance thereof
      has been reduced to zero;

            Second, to the Class A-AB Certificates, until the Certificate
      Balance thereof has been reduced to the Class A-AB Targeted Principal
      Balance set forth for such Distribution Date on Exhibit T hereto (net of
      any portion thereof distributed on such Distribution Date to the Holders
      of the Class A-1-A Certificates pursuant to subclause first of this clause
      (ii));

            Third, to the Class A-1 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A and Class A-AB
      Certificates pursuant to a prior subclause of this clause (ii));

            Fourth, to the Class A-2 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB
      and Class A-1 Certificates pursuant to a prior subclause of this clause
      (ii));

            Fifth, to the Class A-3 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB,
      Class A-1 and Class A-2 Certificates pursuant to a prior subclause of this
      clause (ii));

            Sixth, to the Class A-AB Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB,
      Class A-1, Class A-2 and Class A-3 Certificates pursuant to a prior
      subclause of this clause (ii));

            Seventh, to the Class A-4 Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A,
      Class A-AB, Class A-1, Class A-2, Class A-3 and Class A-AB Certificates
      pursuant to a prior subclause of this clause (ii)); and

            Eighth, to the Class A-1-A Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any distribution of
      principal made with respect to the Class A-1-A Certificates on such
      Distribution Date pursuant to subclause first of this clause (ii), up to
      an amount equal to the entire Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-AB, Class
      A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates pursuant
      to a prior subclause of this clause (ii));

            provided, however, that, notwithstanding the immediately preceding
      subclauses First through Eighth, on each Distribution Date coinciding with
      or following the Senior Principal Distribution Cross-Over Date, and in any
      event on the Final Distribution Date, the Certificate Administrator shall
      make distributions of principal to the Holders of the Class A-1-A, Class
      A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, on a pro
      rata basis, in accordance with the respective Certificate Balances of
      those Classes outstanding immediately prior to such Distribution Date,
      until the Certificate Balance of each such Class has been reduced to zero,
      in an aggregate amount equal to the entire Principal Distribution Amount
      for such Distribution Date;

            (iii) to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
      and Class A-1-A Certificates, pro rata (based on the aggregate
      unreimbursed Realized Loss previously allocated to each such Class), until
      all amounts of such Realized Loss previously allocated to such Classes,
      but not previously reimbursed, have been reimbursed in full;

            (iv) to the Class A-J Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (v) to the Class A-J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (vi) to the Class A-J Certificates, until all amounts of Realized
      Loss previously allocated to the Class A-J Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (vii) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (viii) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (ix) to the Class B Certificates, until all amounts of Realized Loss
      previously allocated to the Class B Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (x) to the Class C Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class C Certificates, until all amounts of Realized
      Loss previously allocated to the Class C Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xiii) to the Class D Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xiv) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class D Certificates, until all amounts of Realized Loss
      previously allocated to the Class D Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xvi) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class E Certificates, until all amounts of Realized
      Loss previously allocated to the Class E Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xix) to the Class F Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class F Certificates, until all amounts of Realized
      Loss previously allocated to the Class F Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxii) to the Class G Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class G Certificates, until all amounts of Realized
      Loss previously allocated to the Class G Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxv) to the Class H Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class H Certificates, until all amounts of Realized
      Loss previously allocated to the Class H Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxviii) to the Class J Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class J Certificates, until all amounts of Realized
      Loss previously allocated to the Class J Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxi) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class K Certificates, until all amounts of Realized
      Loss previously allocated to the Class K Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxiv) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class L Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class L Certificates, until all amounts of Realized
      Loss previously allocated to the Class L Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxvii) to the Class M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii) to the Class M Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class M Certificates, until all amounts of Realized
      Loss previously allocated to the Class M Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xl) to the Class N Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class N Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class N Certificates, until all amounts of Realized
      Loss previously allocated to the Class N Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xliii) to the Class O Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliv) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlv) to the Class O Certificates, until all amounts of Realized
      Loss previously allocated to the Class O Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xlvi) to the Class P Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xlvii) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlviii) to the Class P Certificates, until all amounts of Realized
      Loss previously allocated to the Class P Certificates, but not previously
      reimbursed, have been reimbursed in full; and

            (xlix) to the Class R and Class LR Certificates, the amount, if any,
      remaining in the REMIC II Distribution Account after all other
      distributions pursuant to this Section 4.01(a) and Section 4.01(e).

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the date on which the Certificate Balance of the last outstanding
Class of Subordinate Certificates has been reduced to zero, the Certificate
Administrator shall apply amounts on deposit in the REMIC II Distribution
Account in the following order of priority: (i) concurrently, to the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-X and Class
A-SP Certificates, pro rata, in respect of the Optimal Interest Distribution
Amount allocable to each such Class; (ii) to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1-A Certificates, pro rata in reduction
of the Certificate Balances thereof, until the Certificate Balance of each such
Class has been reduced to zero; and (iii) to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1-A Certificates, pro rata (based on the
aggregate unreimbursed Realized Loss previously allocated to such Class) until
all amounts of such Realized Loss previously allocated to such Classes but not
previously reimbursed have been reimbursed in full.

            (b) On each Distribution Date, each Uncertificated REMIC I Interest
shall be deemed to receive distributions from the REMIC I Distribution Account
in respect of principal or reimbursement of Realized Loss in an amount equal to
the amount of principal or reimbursement of Realized Loss distributable to such
Uncertificated REMIC I Interest's respective Class of Corresponding Certificates
as provided in Section 4.01(a).

            On each Distribution Date, where more than one Class of
Uncertificated REMIC I Interests relates to a particular Class of Certificates,
each such Class of Uncertificated REMIC I Interests shall be deemed to receive
principal distributions in the aggregate amount distributed to the corresponding
Certificates in numerical order (e.g., first, to LA-1-1, and then to LA-1-2)
until each Uncertificated REMIC I Interest is reduced to zero.

            During each Interest Accrual Period, each Uncertificated REMIC I
Interest shall accrue interest in an amount equal to the product of the REMIC I
Principal Amount of each such Uncertificated REMIC I Interest and the Weighted
Average Net Mortgage Pass-Through Rate. On each Distribution Date, each
Uncertificated REMIC I Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
that will actually be distributed in respect of such Uncertificated REMIC I
Interest's Corresponding Certificates (provided, that the interest distributed
in respect of the Class A-1 Certificates shall be allocated to the Class LA-1-1
and Class LA-1-2 Uncertificated Interests, pro rata, based on interest accrued;
the interest distributed in respect of the Class A-2 Certificates shall be
allocated to the Class LA-2-1, Class LA-2-2, Class LA-2-3 and Class LA-2-4
Uncertificated Interests, pro rata based on interest accrued; the interest
distributed in respect of the Class A-AB Certificates shall be allocated to the
Class LA-AB-1 and Class LA-AB-2 Uncertificated Interests, pro rata based on
interest accrued; the interest distributed in respect of the Class A-4
Certificates shall be allocated to the Class LA-4-1, Class LA-4-2 and Class
LA-4-3 Uncertificated Interests, pro rata based on interest accrued; the
interest distributed in respect of the Class A-1-A Certificates shall be
allocated to the Class LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4,
Class LA-1-A-5, Class LA-1-A-6, Class LA-1-A-7 and Class LA-1-A-8 Uncertificated
Interests, pro rata based on interest accrued; and the interest distributed in
respect of the Class D Certificates shall be allocated to the Class LD-1, Class
LD-2 and Class LD-3 Uncertificated Interests, pro rata based on interest
accrued) and (ii) the amount of interest that will actually be distributed in
respect of such Uncertificated REMIC I Interest's corresponding Class A-X
Component and, if applicable, Class A-SP Component. In all events, the amount
accrued in respect of each Uncertificated REMIC I Interest less Uncovered
Prepayment Interest Shortfalls allocated thereto pursuant to Section 4.01(j) and
less the amount actually distributed in respect of such Uncertificated REMIC I
Interests shall equal the sum of (i) the Interest Shortfall Amount allocated to
such Uncertificated REMIC I Interest's Corresponding Certificates (allocated pro
rata to the Class LA-1-1 and Class LA-1-2 Uncertificated Interests, in the case
of the Class A-1 Certificates; to the Class LA-2-1, Class LA-2-2, Class LA-2-3
and Class LA-2-4 Uncertificated Interests, in the case of the Class A-2
Certificates; to the Class LA-AB-1 and Class LA-AB-2 Uncertificated Interests,
in the case of the Class A-AB Certificates; to the Class LA-4-1, Class LA-4-2
and Class LA-4-3 Uncertificated Interests, in the case of the Class A-4
Certificates; to the Class LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3, Class
LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6, Class LA-1-A-7 and Class LA-1-A-8
Uncertificated Interests, in the case of the Class A-1-A Certificates; and to
the Class LD-1, Class LD-2 and Class LD-3 Uncertificated Interests, in the case
of the Class D Certificates;) and (ii) the Interest Shortfall Amount allocated
to the Corresponding Components of the Class A-X or Class A-SP Certificates and
attributable to such Uncertificated REMIC I Interest. Any amounts remaining in
the REMIC I Distribution Account after payment to the Uncertificated REMIC I
Interests pursuant to this Section 4.01(b) and Section 4.01(d) and payment of
expenses of the Trust Fund shall be distributed to the Class LR Certificates.

            As of any date, payments of principal in respect of the Trust
Mortgage Loans and the Realized Loss shall be allocated to the Uncertificated
REMIC I Interests such that the REMIC I Principal Amount after application of
any Realized Loss of each Uncertificated REMIC I Interest less the cumulative
amount of Realized Loss allocated to such Uncertificated REMIC I Interest equals
the Certificate Balance of the Corresponding Certificates after the application
of any Realized Loss with respect thereto and the cumulative amount of Realized
Loss allocated to such Class of Corresponding Certificates; provided, that

            (i) with respect to the Class A-1 Certificates, (A) the REMIC I
      Principal Amount of the Class LA-1-1 Uncertificated Interest shall be the
      lesser of $8,469,000 and the Class Principal Balance of the Class A-1
      Certificates minus $55,672,000 but not less than zero, and (B) the REMIC I
      Principal Amount of the Class LA-1-2 Uncertificated Interest shall be the
      lesser of $55,672,000 and the Class Principal Balance of the Class A-1
      Certificates;

            (ii) with respect to the Class A-2 Certificates, (A) the REMIC I
      Principal Amount for the Class LA-2-1 Uncertificated Interest shall be the
      lesser of $5,069,000 and the Class Principal Balance of the Class A-2
      Certificates minus $236,441,000 but not less than zero, (B) the REMIC I
      Principal Amount for the Class LA-2-2 Uncertificated Interest shall be the
      lesser of $62,924,000 and the Class Principal Balance of the Class A-2
      Certificates minus $173,517,000 but not less than zero, (C) the REMIC I
      Principal Amount for the Class LA-2-3 Uncertificated Interest shall be the
      lesser of $63,183,000 and the Class Principal Balance of the Class A-2
      Certificates minus $110,334,000 but not less than zero and (D) the REMIC I
      Principal Amount for the Class LA-2-4 Uncertificated Interest shall be the
      lesser of $110,334,000 and the Class Principal Balance of the Class A-2
      Certificates;

            (iii) with respect to the Class A-AB Certificates, (A) the REMIC I
      Principal Amount of the Class LA-AB-1 Uncertificated Interest shall be the
      lesser of $38,837,000 and the Class Principal Balance of the Class A-AB
      Certificates minus $39,720,000 but not less than zero, and (B) the REMIC I
      Principal Amount of the Class LA-AB-2 Uncertificated Interest shall be the
      lesser of $39,720,000 and the Class Principal Balance of the Class A-AB
      Certificates;

            (iv) with respect to the Class A-4 Certificates, (A) the REMIC I
      Principal Amount for the Class LA-4-1 Uncertificated Interest shall be the
      lesser of $13,070,000 and the Class Principal Balance of the Class A-4
      Certificates minus $562,658,000 but not less than zero, (B) the REMIC I
      Principal Amount for the Class LA-4-2 Uncertificated Interest shall be the
      lesser of $97,494,000 and the Class Principal Balance of the Class A-4
      Certificates minus $465,164,000 but not less than zero, and (C) the REMIC
      I Principal Amount for the Class LA-4-3 Uncertificated Interest shall be
      the lesser of $465,164,000 and the Class Principal Balance of the Class
      A-4 Certificates;

            (v) with respect to the Class A-1-A Certificates, (A) the REMIC I
      Principal Amount for the Class LA-1-A-1 Uncertificated Interest shall be
      the lesser of $3,289,000 and the Class Principal Balance of the Class
      A-1-A Certificates minus $429,331,000 but not less than zero, (B) the
      REMIC I Principal Amount for the Class LA-1-A-2 Uncertificated Interest
      shall be the lesser of $19,384,000 and the Class Principal Balance of the
      Class A-1-A Certificates minus $409,947,000 but not less than zero, (C)
      the REMIC I Principal Amount for the Class LA-1-A-3 Uncertificated
      Interest shall be the lesser of $20,149,000 and the Class Principal
      Balance of the Class A-1-A Certificates minus $389,798,000 but not less
      than zero, (D) the REMIC I Principal Amount for the Class LA-1-A-4
      Uncertificated Interest shall be the lesser of $20,900,000 and the Class
      Principal Balance of the Class A-1-A Certificates minus $368,898,000 but
      not less than zero, (E) the REMIC I Principal Amount for the Class
      LA-1-A-5 Uncertificated Interest shall be the lesser of $46,747,000 and
      the Class Principal Balance of the Class A-4 Certificates minus
      $322,151,000 but not less than zero, (F) the REMIC I Principal Amount for
      the Class LA-1-A-6 Uncertificated Interest shall be the lesser of
      $16,945,000 and the Class Principal Balance of the Class A-1-A
      Certificates minus $305,206,000 but not less than zero, (G) the REMIC I
      Principal Amount for the Class LA-1-A-7 Uncertificated Interest shall be
      the lesser of $43,631,000 and the Class Principal Balance of the Class
      A-1-A Certificates minus $261,575,000 but not less than zero and (H) the
      REMIC I Principal Amount for the Class LA-1-A-8 Uncertificated Interest
      shall be the lesser of $261,575,000 and the Class Principal Balance of the
      Class A-1-A Certificates; and

            (vi) with respect to the Class D Certificates, (A) the REMIC I
      Principal Amount for the Class LD-1 Uncertificated Interest shall be the
      lesser of $828,000 and the Class Principal Balance of the Class D
      Certificates minus $31,843,000 but not less than zero, (B) the REMIC I
      Principal Amount for the Class LD-2 Uncertificated Interest shall be the
      lesser of $22,782,000 and the Class Principal Balance of the Class D
      Certificates minus $9,061,000 but not less than zero, and (C) the REMIC I
      Principal Amount for the Class LD-3 Uncertificated Interest shall be the
      lesser of $9,061,000 and the Class Principal Balance of the Class D
      Certificates.

            Interest Shortfall Amounts allocated to the Class A-X and Class A-SP
Certificates shall be attributed to the Uncertificated REMIC I Interests to the
extent of their Related Components, pro rata, based on interest accrued on such
Components. Any amounts so allocated shall have the same seniority as interest
payments due on the Class A-X and Class A-SP Certificates. Prepayment Interest
Shortfalls shall be allocated to each Class of Uncertificated REMIC I Interests
pro rata on the basis of their respective interest entitlements.

            The initial REMIC I Principal Amount of each Uncertificated REMIC I
Interest equals the respective Original REMIC I Principal Amount.

            (c) [Reserved]

            (d) On each Master Servicer Remittance Date, the Master Servicer
shall remit all Yield Maintenance Charges to the Certificate Administrator for
deposit in the REMIC I Distribution Account for payment to the Uncertificated
REMIC I Regular Interests. On each Distribution Date, the Certificate
Administrator shall withdraw from the REMIC I Distribution Account an aggregate
amount equal to all such Yield Maintenance Charges actually collected on the
Trust Mortgage Loans or any REO Trust Mortgage Loans during the related
Collection Period and shall distribute such amount to the Uncertificated REMIC I
Regular Interests, pro rata in proportion to their outstanding REMIC I Principal
Amounts.

            (e) On each Distribution Date, the Certificate Administrator shall
withdraw any amounts on deposit in the REMIC II Distribution Account that
represent Yield Maintenance Charges actually collected on the Trust Mortgage
Loans or REO Trust Mortgage Loans during the related Collection Period and
remitted in respect of the Uncertificated REMIC I Interests pursuant to Section
4.01(d), and shall distribute such amounts to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4, Class A-1-A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates, in an amount equal to the
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date that is attributable to the Loan Group
that includes the prepaid Trust Mortgage Loan, 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 A-1-A, Class A-J, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O and Class P Certificates on such Distribution Date that is attributable to the
Loan Group that includes the prepaid Trust Mortgage Loan, (b) the Base Interest
Fraction for the related Principal Prepayment and such Class of Certificates and
(c) the aggregate amount of Yield Maintenance Charges collected on such
Principal Prepayment during the related Collection Period. Any Yield Maintenance
Charges collected during the related Collection Period remaining after such
distributions for (i) the first thirty-six (36) Distribution Dates shall be
distributed 87.0% to the Holders of the Class A-X Certificates and if the Class
A-SP Certificates are still outstanding, 13.0% to the Holders of the Class A-SP
Certificates, otherwise entirely to the Holders of the Class A-X Certificates,
and (ii) the remaining Distribution Dates, entirely to the Holders of the Class
A-X Certificates.

            On each Distribution Date, the Certificate Administrator shall
withdraw any amounts on deposit in the REMIC II Distribution Account that
represent Static Prepayment Premiums actually collected on the Trust Mortgage
Loans or REO Trust Mortgage Loans during the related Collection Period and shall
distribute each such Static Prepayment Premium as follows:

            (i) a portion of such Static Prepayment Premium shall be distributed
      to the Holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
      A-4, Class A-1-A, Class A-J, Class B, Class C, Class D, Class E, Class F,
      Class G and Class H Certificates, in an amount that shall, as to each such
      Class, equal the product of (A) a fraction whose numerator is the amount
      distributed as principal with respect to such Class on such Distribution
      Date that is attributable to the Loan Group that includes the prepaid
      Trust Mortgage Loan, and whose denominator is the Principal Distribution
      Amount for such Distribution Date that is attributable to the Loan Group
      that includes the prepaid Trust Mortgage Loan, (B) the Base Interest
      Fraction for the related Principal Prepayment or other related early
      collection of principal and such Class of Certificates and (C) the entire
      amount of such Static Prepayment Premium (exclusive of any Liquidation Fee
      payable therefrom); and

            (ii) the entire remaining portion of such Static Prepayment Premium
      (exclusive of any Liquidation Fee payable therefrom) shall be distributed
      to the Class A-X Certificates.

            Any distributions of additional interest, in the form of Static
Prepayment Premiums and Yield Maintenance Charges, made with respect to the
Class A-X or Class A-SP Certificates on any Distribution Date pursuant to this
Section 4.01(e) shall be allocated among the respective Components of such Class
of Certificates on a pro rata basis in accordance with the relative amounts by
which their respective Component Notional Amounts declined as a result of deemed
distributions of principal on the Uncertificated Lower-Tier Interests on such
Distribution Date pursuant to Section 4.01(a) (or, if there were no such
declines, then on a pro rata basis in accordance with the relative sizes of
their respective Component Notional Amounts).

            All distributions of Static Prepayment Premiums and/or Yield
Maintenance Charges made on any Distribution Date in respect of a Class of
Sequential Pay Certificates with a single Corresponding Uncertificated REMIC I
Interest shall be deemed to have first been distributed from REMIC I to REMIC II
with respect to such Corresponding Uncertificated REMIC I Interest; all
distributions of Static Prepayment Premiums and/or Yield Maintenance Charges
made on any Distribution Date in respect of a Class of Sequential Pay
Certificates with two or more Corresponding Uncertificated REMIC I Interests
shall be deemed to have first been distributed from REMIC I to REMIC II with
respect to such Corresponding Uncertificated REMIC I Interests, on a pro rata
basis in accordance with the respective amounts of deemed distributions of
principal made with respect to such Corresponding Uncertificated REMIC I
Interests on such Distribution Date pursuant to Section 4.01(a); all
distributions of Static Prepayment Premiums and/or Yield Maintenance Charges
made on any Distribution Date in respect of the Class A-X or Class A-SP
Certificates and allocable to any particular Component of such Class of
Certificates, shall be deemed to have first been distributed from REMIC I to
REMIC II with respect to such Component's Corresponding Uncertificated REMIC I
Interest.

            (f) On any applicable Distribution Date, (i) any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Realized Loss
previously allocated to such Certificate) shall be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Administrator or such other location specified in the notice to
Certificateholders of such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Administrator, the Depositor, the Master Servicer, the Special
Servicer, the Underwriters or the Initial Purchasers shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator expects that the final distribution with respect to
any Class of Certificates (determined without regard to any possible future
reimbursement of any amount of Realized Loss previously allocated to such Class
of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, as soon as practicable prior to the final Distribution Date
for such Class, post a notice on the Website to the effect that no interest
shall accrue on such Certificates from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of any Class 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
uninvested in trust and credited to the account or accounts 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 Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder by the Certificate
Administrator as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(h).

            (i) Distributions in reimbursement of Realized Loss previously
allocated to the Regular Certificates shall be made in the amounts and manner
specified in Section 4.01(a) to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided, however, that all distributions in
reimbursement of Realized Loss previously allocated to a Class of Certificates
which has since been retired shall be to the prior Holders that surrendered the
Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate
Register, and such amounts shall be deemed to have been distributed from REMIC I
to REMIC II in each case as such Realized Loss was allocated to the REMIC I
pursuant to Section 4.04(c). Notice of any such distribution to a prior Holder
shall be made in accordance with Section 10.05 at such last address. The amount
of the distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Certificate Administrator shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had
failed to surrender its Certificates.

            (j) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfall Amounts
shall be allocated to each Class of Regular Certificates, pro rata, based on the
Accrued Certificate Interest Amount distributable to each such Class on such
Distribution Date. Uncovered Prepayment Interest Shortfall Amounts so allocated
to the Regular Certificates (in the case of the Class A-X and Class A-SP
Certificates, pro rata, to the related Components based on interest accrued)
shall be allocated to the Corresponding Uncertificated REMIC I Interests (and
pro rata to the Uncertificated REMIC I Interests that relate to the Class of
Regular Certificates that are allocated such Uncovered Prepayment Interest
Shortfall Amount, based on interest accrued).

            (k) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Certificates then outstanding, until the Certificate Balance thereof equals
zero, and then to the next most subordinate Class of Certificate then
outstanding.

            Section 4.02 Statements to Certificateholders; Certain Other Reports

            (a) Based solely on information provided to the Certificate
Administrator by the Master Servicer pursuant to Section 3.12 and this Section
4.02, the Certificate Administrator shall prepare (or cause to be prepared) and,
on each Distribution Date, provide or make available electronically (or, upon
request, by first class mail) to each Privileged Person a statement
substantially in the form of, and containing the information set forth in,
Exhibit E hereto (the "Certificate Administrator Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Trust Mortgage Loans
and the Mortgaged Properties; provided that the Certificate Administrator need
not deliver to the Depositor, the Master Servicer, the Special Servicer, the
Underwriters, the Rating Agencies or the Series 2004-C5 Directing
Certificateholder any Certificate Administrator Report that has been made
available to such Person via the Certificate Administrator's internet website as
provided below; and provided, further, that the Certificate Administrator has no
affirmative obligation to discover the identities of Certificate Owners and need
only react to Persons claiming to be Certificate Owners in accordance with
Section 5.06; and provided, further, that during any period that reports are
required to be filed with the Commission with respect to the Trust pursuant to
Section 15(d) of the Exchange Act, each recipient of the Certificate
Administrator Report shall be deemed to have agreed to keep confidential the
information therein until such Certificate Administrator Report is filed with
the Commission, and the Certificate Administrator Report (or, if presented via
the Certificate Administrator's internet website, such website) shall bear a
legend to the following effect:

            No recipient shall use or disclose the information contained [in
            this statement/report/file] [on this website] in any manner which
            could result in a violation of any provision of the Securities Act
            of 1933 or the Securities Exchange Act of 1934 or would require
            registration of any Non-Registered Certificates pursuant to Section
            5 of the Securities Act of 1933.

            The Certificate Administrator shall have no obligation to provide
the information or reports described in this Section 4.02(a) until it has
received the requisite information or reports from the Master Servicer provided
for herein, and the Certificate Administrator shall not be in default hereunder
due to a delay in providing the Certificateholder Reports caused by the Master
Servicer's or the Special Servicer's failure to timely deliver any information
or reports hereunder. None of the Master Servicer, the Special Servicer or the
Certificate Administrator shall be responsible for the accuracy or completeness
of any information supplied to it by a Borrower, each other or a third party,
and accepted by it in good faith, that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Certificate Administrator, as applicable. None of the
Certificate Administrator, the Master Servicer or the Special Servicer shall
have any obligation to verify the accuracy or completeness of any information
provided by a Borrower, a third party or each other.

            The Certificate Administrator shall make available each month, to
any interested person, the related Certificate Administrator Report via its
internet website initially located at "www.etrustee.net". In addition, the
Certificate Administrator shall make available each month, via its internet
website to the extent received by the Certificate Administrator, on a restricted
basis solely to Privileged Persons, (i) the Unrestricted Master Servicer
Reports, (ii) the CMSA Loan Periodic Update File, the CMSA Loan Setup File, CMSA
Bond Level File and the CMSA Collateral Summary File, and (iii) as a convenience
to interested persons (and not in furtherance of the distribution thereof under
the securities laws), the Prospectus and this Agreement. Upon notification by
the Depositor that CSFB LLC has sold the Non-Registered Certificates to
unaffiliated third parties, the Certificate Administrator shall remove the
restriction provided for in the preceding sentence and shall make such reports
and documents available to any interested person. The Certificate Administrator
shall also make available each month, on a restricted basis to any Privileged
Person via its internet website, to the extent received by the Certificate
Administrator, (i) the Restricted Master Servicer Reports, (ii) the CMSA
Property File and (iii) any other report at the direction of the Depositor.
During any period that reports are required to be filed with the Commission with
respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of information regarding the Trust on the Certificate Administrator's
internet website shall be deemed to have agreed to keep confidential such
information until such information is filed with the Commission, and the
Certificate Administrator's internet website shall bear a legend to the
following effect:

            No recipient shall use or disclose the information contained on this
            website in any manner which could result in a violation of any
            provision of the Securities Act of 1933 or the Securities Exchange
            Act of 1934 or would require registration of any Non-Registered
            Certificates pursuant to Section 5 of the Securities Act of 1933.

            The Certificate Administrator makes no representations or warranties
as to the accuracy or completeness or 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 the Certificate Administrator for which it is not the
original source.

            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.
Questions regarding the Certificate Administrator's internet website can be
directed to the Certificate Administrator's CMBS customer service desk at (312)
904-7475 or such other number as the Certificate Administrator may hereinafter
specify.

            The Certificate Administrator shall be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by
third parties for purposes of preparing the Certificate Administrator Report and
may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

            (b) Within a reasonable period of time after the end of each
calendar year, the Certificate Administrator shall prepare, or cause to be
prepared, and mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set forth
on pages 2 and 3 of Exhibit E hereto for such calendar year or applicable
portion thereof during which such person was a Certificateholder and (ii) such
other customary information as the Certificate Administrator deems necessary or
desirable for Certificateholders to prepare their federal, state and local
income tax returns, including the amount of original issue discount accrued on
the Certificates, if applicable. The obligations of the Certificate
Administrator in the immediately preceding sentence shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Certificate Administrator pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Certificate Administrator shall furnish to such Certificateholder
such information regarding the Trust Mortgage Loans and the Mortgaged Properties
as such Certificateholder may reasonably request and, as has been furnished to,
or may otherwise be in the possession of, the Certificate Administrator. The
Master Servicer and the Special Servicer shall promptly provide to the Depositor
and the Certificate Administrator such information regarding the Trust Mortgage
Loans and the Mortgaged Properties as such party may reasonably request and that
has been furnished to, or may otherwise be in the possession of, the Master
Servicer or the Special Servicer, as the case may be.

            Section 4.03 P&I Advances

            (a) On or before 1:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c),
either (i) remit from its own funds to the Certificate Administrator for deposit
into the Distribution Account an amount equal to the aggregate amount of P&I
Advances, if any, to be made by the Master Servicer in respect of the Mortgage
Pool for the related Distribution Date, (ii) apply amounts held in the
Collection Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make such P&I Advances, or (iii)
make such P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of such P&I Advances to be made by the Master
Servicer. Any amounts held in the Collection Account for future distribution and
so used to make P&I Advances in respect of the Mortgage Pool shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Collection Account prior to the next
succeeding Master Servicer Remittance Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 3:30 p.m.,
New York City time, on any Master Servicer Remittance Date, the Master Servicer
shall not have made any P&I Advance required to be made by it in respect of the
Mortgage Pool on such date pursuant to this Section 4.03(a) (and shall not have
delivered to the Trustee and the Certificate Administrator the Officer's
Certificate and other documentation related to a determination of
nonrecoverability of a P&I Advance pursuant to Section 4.03(c)) or, to the
actual knowledge of a Responsible Officer of the Certificate Administrator,
shall not have remitted any other amounts required to be remitted by the Master
Servicer on such date, then the Certificate Administrator shall notify the
Trustee to provide notice of such failure to the Master Servicer by facsimile
transmission as soon as possible, but in any event before 5:00 p.m., New York
City time, on such Master Servicer Remittance Date. If after such notice the
Certificate Administrator does not receive the full amount of such P&I Advances
in respect of the Mortgage Pool by 11:00 a.m., New York City time, on the
related Distribution Date, then the Trustee shall (not later than 12:00 noon,
New York City time, on the related Distribution Date) make the portion of such
P&I Advances in respect of the Mortgage Pool that was required to be, but was
not, made or remitted, as the case may be, by the Master Servicer with respect
to the related Distribution Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer in respect of the Mortgage Pool for any Distribution Date, subject to
Section 4.03(c) below, shall equal the aggregate of all Monthly Payments (other
than Balloon Payments) and any Assumed Scheduled Payments, in each case net of
any related Master Servicing Fees, Primary Servicing Fees and Workout Fees, due
or deemed due, as the case may be, in respect of the Trust Mortgage Loans
(including Balloon Trust Mortgage Loans delinquent as to their respective
Balloon Payments) and any REO Trust Mortgage Loans on their respective Due Dates
during the related Collection Period, in each case to the extent such amount was
not paid by or on behalf of the related Borrower or otherwise collected by or on
behalf of the Trust as of the close of business on the related Determination
Date; provided that, if an Appraisal Reduction Amount exists with respect to any
Trust Mortgage Loan or REO Trust Mortgage Loan, then the interest portion of any
P&I Advance required to be made in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (i) the amount of
the interest portion of such P&I Advance that would otherwise be required to be
made in respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, for such Distribution Date without regard to this proviso,
multiplied by (ii) a fraction, expressed as a percentage, the numerator of which
shall equal the Stated Principal Balance of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (in the case of an A Loan in
a Mortgage Loan Combination, to the extent allocated to such A Loan herein), and
the denominator of which shall equal the Stated Principal Balance of such Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, immediately prior
to such Distribution Date.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. Also, notwithstanding anything herein
to the contrary, no P&I Advance shall be required to be made hereunder in
respect of any Eastgate Mall Junior Loan, FedEx-Midway B Loan, CBA B Loan or any
successor REO B Loan.

            (d) Subject to the last two sentences of this Section 4.03(d), the
Master Servicer and the Trustee shall each be entitled to receive interest at
the Reimbursement Rate in effect from time to time, accrued on the amount of
each P&I Advance made thereby (with its own funds), for so long as such P&I
Advance is outstanding (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). Such
interest with respect to any P&I Advance shall be payable: (i) first, out of any
Penalty Charges subsequently collected on the particular Trust Mortgage Loan or
REO Trust Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Penalty Charges are insufficient to cover such Advance Interest, out of general
collections on the Trust Mortgage Loans and REO Properties on deposit in the
Master Servicer's Collection Account; provided that interest earned on any P&I
Advances made with respect to the A Loan of a Mortgage Loan Combination or any
successor REO Trust Mortgage Loan in respect thereof shall be payable out of the
related Mortgage Loan Combination Custodial Account, to the maximum extent
permitted by the related Intercreditor Agreement, before being paid out of
general collections on the Mortgage Pool on deposit in the Collection Account.
The Master Servicer shall reimburse itself or the Trustee, as applicable, for
any outstanding P&I Advance made thereby with respect to any Trust Mortgage Loan
or REO Trust Mortgage Loan as soon as practicable after funds available for such
purpose are deposited in the Master Servicer's Collection Account.
Notwithstanding the foregoing, upon a determination that a P&I Advance
previously made with respect to the Mortgage Pool is a Nonrecoverable P&I
Advance, the Master Servicer may reimburse itself or the Trustee, as applicable,
immediately from general collections in the Collection Account. Notwithstanding
the foregoing, instead of obtaining reimbursement out of general collections on
the Mortgage Pool immediately (as contemplated by Section 3.05(a)(vi)), the
Master Servicer or the Trustee, as applicable, may, in its sole discretion,
elect to obtain reimbursement for such Nonrecoverable P&I Advance over a period
of time (not to exceed 12 months) and the unreimbursed portion of such P&I
Advance will accrue interest at the Reimbursement Rate in effect from time to
time. At any time after such a determination to obtain reimbursement over time
in accordance with the preceding sentence, the Master Servicer or the Trustee,
as applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable P&I Advance
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not constitute a violation of the Servicing
Standard by the Master Servicer or a breach of any fiduciary duty owed to the
Certificateholders by the Trustee, or a breach of any other contractual
obligation owed to the Certificateholders by any party to this Agreement. In no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection was received by or on
behalf of the Trust as of the related Master Servicer Remittance Date. In
addition, the Master Servicer shall not be entitled to Advance Interest on any
particular P&I Advance made thereby to the extent a payment is received but is
being held by or on behalf of the Master Servicer in suspense.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01, the
Certificate Administrator shall determine the amount, if any, by which (i) the
then aggregate of the Class Principal Balances of all the Classes of Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance (for
purposes of this calculation only, not giving effect to any reductions of the
Stated Principal Balance for payments of principal collected on the Trust
Mortgage Loans that were used to reimburse any Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vi), other
than Total Principal Distribution Amounts used to reimburse Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts with respect to Trust Mortgage
Loans for which a Final Recovery Determination has been made) of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the respective Class Principal Balances of the
Principal Balance Certificates will be reduced sequentially, in the following
order, until such excess is reduced to zero: first, the Class Principal Balance
of the Class P Certificates, until such Class Principal Balance is reduced to
zero; second, the Class Principal Balance of the Class O Certificates, until
such Class Principal Balance is reduced to zero; third, the Class Principal
Balance of the Class N Certificates, until such Class Principal Balance is
reduced to zero; fourth, the Class Principal Balance of the Class M
Certificates, until such Class Principal Balance is reduced to zero; fifth, the
Class Principal Balance of the Class L Certificates, until such Class Principal
Balance is reduced to zero; sixth, the Class Principal Balance of the Class K
Certificates, until such Class Principal Balance is reduced to zero; seventh,
the Class Principal Balance of the Class J Certificates, until such Class
Principal Balance is reduced to zero; eighth, the Class Principal Balance of the
Class H Certificates, until such Class Principal Balance is reduced to zero;
ninth, the Class Principal Balance of the Class G Certificates, until such Class
Principal Balance is reduced to zero; tenth, the Class Principal Balance of the
Class F Certificates, until such Class Principal Balance is reduced to zero;
eleventh, the Class Principal Balance of the Class E Certificates, until such
Class Principal Balance is reduced to zero; twelfth, the Class Principal Balance
of the Class D Certificates, until such Class Principal Balance is reduced to
zero; thirteenth, the Class Principal Balance of the Class C Certificates, until
such Class Principal Balance is reduced to zero; fourteenth, the Class Principal
Balance of the Class B Certificates, until such Class Principal Balance is
reduced to zero; fifteenth, the Class Principal Balance of the Class A-J
Certificates, until such Class Principal Balance is reduced to zero; and
sixteenth, the respective Class Principal Balances of the Class A-1
Certificates, the Class A-2 Certificates, Class A-3 Certificates, Class A-AB
Certificates, Class A-4 Certificates, and the Class A-1-A Certificates (on a pro
rata basis in accordance with the relative sizes of such Class Principal
Balances), until such Class Principal Balances are reduced to zero. All such
reductions in the Class Principal Balances of the respective Classes of the
Principal Balance Certificates shall constitute allocations of Realized Losses
and Additional Trust Fund Expenses. Any Realized Loss allocated to a Class of
Certificates will be allocated among respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

            (b) [Reserved]

            (c) With respect to any Distribution Date, any Realized Loss
allocated to a Class of Certificates pursuant to Section 4.04(b) with respect to
such Distribution Date shall reduce the REMIC I Principal Amounts of the
Corresponding Uncertificated REMIC I Interest as a write-off; provided that any
Realized Loss allocated to the Class A-1, Class A-2, Class A-AB, Class A-4,
Class A-1-A and Class D Certificates shall be allocated as set forth in Section
4.01(b).

            Section 4.05 Calculations

            Provided that the Certificate Administrator receives the necessary
information from the Master Servicer and/or the Special Servicer, the
Certificate Administrator shall be responsible for performing all calculations
necessary in connection with the actual and deemed distributions to be made
pursuant to Section 4.01, the preparation of the Certificate Administrator
Reports pursuant to Section 4.02(a) and the actual and deemed allocations of
Realized Losses and Additional Trust Fund Expenses to be made pursuant to
Section 4.04. The Certificate Administrator shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amounts
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no
obligation to recompute, recalculate or otherwise verify any information
provided to it by the Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.05 shall, in the absence of
manifest error, be presumptively deemed correct for all purposes hereunder.


                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates

            (a) The Certificates shall consist of 26 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X", "A-SP", "A-1",
"A-2", "A-3", "A-AB", "A-4", "A-1-A", "A- J", "B", "C", "D", "E", "F", "G", "H",
"J", "K", "L", "M", "N", "O", "P", "R", "LR" and "V", respectively. Any
reference in any other section or subsection of this Agreement to any
Certificate or Certificates preceded by a Class designation shall be to a
Certificate or Certificates of the Class so designated in this Section 5.01(a).

            (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-5; provided, however, that 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. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates
initially shall (and, at the option of the Depositor, following the Closing
Date, all or a portion of any other Class of Certificates may) be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Balances (or, in the case of the Interest Only Certificates, initial
Certificate Notional Amounts) as of the Closing Date of not less than $10,000
and any whole dollar denomination in excess thereof. The Class R, Class LR and
Class V Certificates will be issuable only in denominations representing
Percentage Interests in the related Class of not less than 10.0%.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Administrator in its capacity as
certificate administrator hereunder by an authorized signatory. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the authorized signatory of the Certificate Administrator shall be entitled to
all benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar 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.

            Section 5.02 Registration of Transfer and Exchange of Certificates

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603) may prescribe, the Certificate Registrar shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Certificate Administrator is hereby
initially appointed (and hereby agrees to act in accordance with the terms
hereof) as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The Certificate
Administrator may appoint, by a written instrument delivered to the other
parties hereto, any other bank or trust company to act as Certificate Registrar
under such conditions as the Certificate Administrator may prescribe; provided
that the Certificate Administrator shall not be relieved of any of its duties or
responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Certificate Administrator resigns or is removed in
accordance with the terms hereof, the successor certificate administrator shall
immediately succeed to its predecessor's duties as Certificate Registrar. The
Depositor, the Master Servicer and the Special Servicer shall each 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.

            If three or more Certificateholders make a written request to the
Certificate Administrator, and such request states that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and is accompanied by a copy of
the communication that such requesting Certificateholders propose to transmit,
then the Certificate Administrator shall, within 30 days after the receipt of
such request, afford (or cause any other Certificate Registrar to afford) the
requesting Certificateholders access during normal business hours to, or deliver
to the requesting Certificateholders a copy of, the most recent list of
Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Certificate
Administrator's receipt of such request). Every Certificateholder, by receiving
such access, acknowledges that neither the Certificate Registrar nor the
Certificate Administrator will be held accountable in any way by reason of the
disclosure of any information as to the names and addresses of any
Certificateholder regardless of the source from which such information was
derived.

            (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a transfer of any Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of such Non-Registered
Certificate by the Depositor or an Affiliate of the Depositor or, in the case of
a Global Certificate, any transfer of such Certificate to a successor Depository
or, in the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1A; or (ii) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

            Each Global Certificate shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository.

            If a transfer of an interest in any Rule 144A Global Certificate is
to be made without registration under the Securities Act (other than in
connection with the initial issuance of the Certificates or a transfer of an
interest in such Rule 144A Global Certificate by the Depositor or an Affiliate
of the Depositor), then (except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b)) the Certificate Owner
desiring to effect such transfer shall require from its prospective Transferee:
(i) a certificate substantially in the form attached as Exhibit F-2C hereto; or
(ii) an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in any Rule
144A Global Certificate may be transferred (without delivery of any certificate
or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (i) a certificate from the Certificate Owner
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1D and a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached hereto as Exhibit F-2D and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the Class A-X, Class A-SP, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O or Class P, as applicable,
Certificates to be transferred. Upon delivery to the Certificate Administrator
of such certifications and such orders and instructions, the Certificate
Administrator, subject to and in accordance with the applicable procedures of
the Depository, shall reduce the denomination of the Rule 144A Global
Certificate with respect to the Class A-X, Class A-SP, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O or Class P, as
applicable, Certificates, and increase the denomination of the Regulation S
Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

            Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

            Notwithstanding the preceding paragraph, any interest in any
Regulation S Global Certificate may be transferred (without delivery of any
certificate described in the first sentence of the preceding paragraph) to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for the same Class as such Regulation S Global Certificate
upon delivery to the Certificate Registrar and the Certificate Administrator of
(i) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached hereto as Exhibit F-1C and a certificate from
such Certificate Owner's prospective Transferee substantially in the form
attached hereto as Exhibit F-2C and (ii) such written orders and instructions as
are required under the applicable procedures of the Depository, Clearstream
and/or Euroclear to direct the Certificate Administrator to debit the account of
a Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the Class A-X, Class A-SP, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
or Class P Certificates, as applicable, to be transferred. Upon delivery to the
Certificate Administrator of such certifications and such orders and
instructions, the Certificate Administrator, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Regulation S Global Certificate with respect to the Class A-X, Class A-SP,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O or Class P, as applicable, Certificates, and increase the denomination
of the Rule 144A Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and/or Euroclear to direct the Certificate
Administrator to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Certificate
Administrator, subject to and in accordance with the applicable procedures of
the Depository, shall reduce the denomination of the subject Global Certificate,
and cause a Definitive Certificate of the same Class as such Global Certificate,
and in a denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with this
Agreement to the applicable Transferee.

            None of the Depositor, the Trustee, the Certificate Administrator or
the Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate or interest therein without
registration or qualification. Any Certificateholder or Certificate Owner
desiring to effect a transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall, and does hereby agree to,
indemnify the Depositor, CSFB LLC, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Certificate Registrar against
any liability that may result if such transfer, sale, pledge or other
disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            (c) No transfer of any Certificate or interest therein shall be made
to a Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or Similar Law or would
result in the imposition of an excise tax under Section 4975 of the Code or
Similar Law.

            Except in connection with the initial issuance of the Certificates
or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate
of the Depositor or, in the case of a Global Certificate, any transfer of such
Certificate to a successor Depository or, in the case of a Definitive
Certificate issued with respect to a Global Certificate, any transfer of such
Certificate to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Non-Registered Certificate unless it has received from the prospective
Transferee one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) a certification to the
effect that the purchase and continued holding of such Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Section 406 and 407 of ERISA, Section 4975 of the Code and Similar Law by reason
of Sections I and III of Prohibited Transaction Class Exemption 95-60 or
comparable exemption under Similar Law; or (iii) in the case of a Non-Registered
Certificate (other than a Class R, Class LR or Class V Certificate) that is
rated investment grade by at least one of the Rating Agencies and is being
acquired by or on behalf of a Plan in reliance on PTE 89-90 (or comparable
exemption under Similar Law), a certification to the effect that such Plan (X)
is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Certificate Administrator, any Exemption-Favored
Party, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special
Servicer, any Sub-Servicer or any Borrower with respect to Trust Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Trust Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee, the Certificate
Administrator, the Certificate Registrar or the Trust) which otherwise establish
to the reasonable satisfaction of the Certificate Administrator that such
transfer will not result in a violation of Sections 406 or 407 of ERISA, Section
4975 of the Code or Similar Law or result in the imposition of an excise tax
under Section 4975 of the Code or Similar Law. It is hereby acknowledged that
the form of certification attached hereto as Exhibit G-1 is acceptable for
purposes of the preceding sentence.

            Except in connection with the initial issuance of the Certificates
or any transfer of an interest in a Book-Entry Non-Registered Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such interest in such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) a certification to the effect that the purchase and continued holding of an
interest in such Certificate by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406 and 407 of ERISA, Section 4975
of the Code and Similar Law by reason of Sections I and III of Prohibited
Transaction Class Exemption 95-60 (or comparable exemption under Similar Law);
or (iii) if such Certificate is not a Class R, Class LR or Class V Certificate,
if such Certificate is rated investment grade by at least one of the Rating
Agencies and if the interest in such Certificate is being acquired by or on
behalf of a Plan in reliance on PTE 89-90 (or comparable exemption under Similar
Law), a certification to the effect that such Plan (X) is an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Certificate Administrator, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Trust Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all the Trust Mortgage Loans determined as of the Closing Date, or
by any Affiliate of such Person, and (Z) agrees that it will obtain from each of
its Transferees a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel to the effect that such transfer will not result in a violation of
Sections 406 or 407 of ERISA, Section 4975 of the Code or Similar Law or result
in the imposition of an excise tax under Section 4975 of the Code or Similar
Law. It is hereby acknowledged that the form of certification attached hereto as
Exhibit G-2 is acceptable for purposes of the preceding sentence.

            Each Transferee of any Registered Certificate or interest therein or
of an interest in any Book-Entry Non-Registered Certificate shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and continued holding of such Certificate or interest
therein by such Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA, Section 4975 of the Code and Similar Law.

            (d) (i) Each Person who has or acquires any Ownership Interest in a
Class R or Class LR Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Certificate Administrator
under clause (d)(ii) below to deliver payments to a Person other than such
Person and, further, to negotiate the terms of any mandatory disposition and to
execute all instruments of Transfer and do all other things necessary in
connection with any such disposition. The rights of each Person acquiring any
Ownership Interest in a Class R or Class LR Certificate are expressly subject to
the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class R or Class LR Certificate shall be a Permitted Transferee
            and shall promptly notify the Certificate Administrator of any
            change or impending change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Class R or Class LR Certificate, the Certificate
            Registrar shall require delivery to it, and shall not register the
            Transfer of any Class R or Class LR Certificate until its receipt,
            of an affidavit and agreement substantially in the form attached
            hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from
            the proposed Transferee, representing and warranting, among other
            things, that such Transferee is a Permitted Transferee, that it is
            not acquiring its Ownership Interest in the Class R or Class LR
            Certificate that is the subject of the proposed Transfer as a
            nominee, trustee or agent for any Person that is not a Permitted
            Transferee, that for so long as it retains its Ownership Interest in
            a Class R or Class LR Certificate it will endeavor to remain a
            Permitted Transferee, and that it has reviewed the provisions of
            this Section 5.02(d) and agrees to be bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the Certificate Administrator or the
            Certificate Registrar has actual knowledge that the proposed
            Transferee is not a Permitted Transferee, no Transfer of an
            Ownership Interest in a Class R or Class LR Certificate to such
            proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate shall agree (1) to require a Transfer
            Affidavit and Agreement in the form attached hereto as Exhibit H-1
            from any prospective Transferee to whom such Person attempts to
            transfer its Ownership Interest in such Class R or Class LR
            Certificate and (2) not to transfer its Ownership Interest in such
            Class R or Class LR Certificate unless it provides to the
            Certificate Registrar and the Certificate Administrator a
            certificate substantially in the form attached hereto as Exhibit H-2
            stating that, among other things, it has no actual knowledge that
            such prospective Transferee is not a Permitted Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Class R or Class LR Certificate, by purchasing such Ownership
            Interest, agrees to give the Certificate Administrator written
            notice that it is a "pass-through interest holder" within the
            meaning of temporary Treasury regulations section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Class R or Class LR Certificate if it is, or is holding an
            Ownership Interest in a Class R or Class LR Certificate on behalf
            of, a "pass-through interest holder".

            (ii) If any purported Transferee shall become a Holder of a Class R
      or Class LR Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R or Class LR
      Certificate that was in compliance with the provisions of this Section
      5.02(d) shall be restored, to the extent permitted by law, to all rights
      as Holder thereof retroactive to the date of registration of such Transfer
      of such Class R or Class LR Certificate. None of the Depositor, the
      Certificate Administrator or the Certificate Registrar shall be under any
      liability to any Person for any registration of Transfer of a Class R or
      Class LR Certificate that is in fact not permitted by this Section 5.02(d)
      or for making any payments due on such Certificate to the Holder thereof
      or for taking any other action with respect to such Holder under the
      provisions of this Agreement.

            If any purported Transferee shall become a Holder of a Class R or
Class LR Certificate in violation of the restrictions in this Section 5.02(d),
then, to the extent that retroactive restoration of the rights of the preceding
Holder of such Class R or Class LR Certificate as described in the preceding
paragraph of this clause (d)(ii) shall be invalid, illegal or unenforceable, the
Certificate Administrator shall have the right, but not the obligation, to cause
the transfer of such Class R or Class LR Certificate to a Permitted Transferee
selected by the Certificate Administrator on such terms as the Certificate
Administrator may choose, and the Certificate Administrator shall not be liable
to any Person having an Ownership Interest in such Class R or Class LR
Certificate or any other Person as a result of its exercise of such discretion.
Such purported Transferee shall promptly endorse and deliver such Class R or
Class LR Certificate in accordance with the instructions of the Certificate
Administrator. Such Permitted Transferee may be the Certificate Administrator
itself or any Affiliate of the Certificate Administrator.

            (iii) The Certificate Administrator shall make available to the IRS
      and to those Persons specified by the REMIC Provisions all information
      furnished to it by the other parties hereto necessary to compute any tax
      imposed (A) as a result of the Transfer of an Ownership Interest in a
      Class R or Class LR Certificate to any Person who is a Disqualified
      Organization, including the information described in Treasury regulations
      sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" for a Class R or Class LR Certificate and (B) as a result of
      any regulated investment company, real estate investment trust, common
      trust fund, partnership, trust, estate or organization described in
      Section 1381 of the Code that holds an Ownership Interest in a Class R or
      Class LR Certificate having as among its record holders at any time any
      Person which is a Disqualified Organization, and each of the other parties
      hereto shall furnish to the Certificate Administrator all information in
      its possession necessary for the Certificate Administrator to discharge
      such obligation. The Person holding such Ownership Interest shall be
      responsible for the reasonable compensation of the Certificate
      Administrator for providing such information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Certificate Administrator the following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not result in an Adverse Rating Event with respect
            to any Class of Rated Certificates; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Certificate Administrator, obtained at the expense of the
            party seeking such modification of, addition to or elimination of
            such provisions (but in no event at the expense of the Certificate
            Administrator or the Trust), to the effect that doing so will not
            (1) cause either REMIC Pool to cease to qualify as a REMIC or be
            subject to an entity-level tax caused by the Transfer of any Class R
            or Class LR Certificate to a Person which is not a Permitted
            Transferee or (2) cause a Person other than the prospective
            Transferee to be subject to a REMIC-related tax caused by the
            Transfer of a Class R or Class LR Certificate to a Person that is
            not a Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Certificate
Administrator to confirm that, it has (i) sole investment discretion with
respect to each such account and (ii) full power to make the applicable
foregoing acknowledgments, representations, warranties, certifications and/or
agreements with respect to each such account as set forth in subsections (b),
(c) and/or (d), as appropriate, of this Section 5.02.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee, the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (k) The Certificate Registrar or the Trustee shall provide to each
of the other parties hereto, upon reasonable written request and at the expense
of the requesting party, an updated copy of the Certificate Register.

            Section 5.03 Book-Entry Certificates

            (a) The Regular Certificates shall, in the case of each Class
thereof, initially be issued (and, at the option of the Depositor, subsequent to
the Closing Date, all or any portion of any other Class of Certificates may be
issued) as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.02(b) or Section 5.03(c),
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and, subject to Section 5.02,
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository; and, except as provided in
Section 5.02(b) or Section 5.03(c) below, such Certificate Owners shall not be
entitled to fully registered, physical Certificates ("Definitive Certificates")
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or indirect participating brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
indirect participating brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures.

            (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Certificate Registrar may for all purposes, including the making of payments due
on the Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or the Certificate Registrar shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of any Book-Entry
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

            Section 5.04 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 Administrator and the Certificate Registrar such security or
indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Certificate Administrator shall execute and the Certificate Registrar shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and 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 reasonable expenses (including the reasonable
fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

            Section 5.05 Persons Deemed Owners

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Certificate Registrar and any agent of any of
them may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.

            Section 5.06 Certification by Certificateholders and Certificate
Owners

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02.

            (b) To the extent that it is necessary, pursuant to the terms of
this Agreement, to determine whether any Person is a Certificateholder or a
Certificate Owner, the Certificate Administrator shall make such determination
based on a certificate of such Person, which certificate shall be in such form
as shall be reasonably acceptable to the Certificate Administrator and shall
specify the Class and Certificate Balance or Certificate Notional Amount, as the
case may be, of the Book-Entry Certificate beneficially owned; provided,
however, that the Certificate Administrator shall not knowingly recognize such
Person as a Certificate Owner if such Person, to the knowledge of a Responsible
Officer of the Certificate Administrator, acquired its Ownership Interest in a
Book-Entry Certificate in violation of Section 5.02, or if such Person's
certification that it is a Certificate Owner is in direct conflict with
information obtained by the Certificate Administrator from the Depository,
Depository Participants and/or indirect participating brokerage firms for which
Depository Participants act as agents, with respect to the identity of a
Certificate Owner. The Certificate Administrator shall exercise its reasonable
discretion in making any determination under this Section 5.06(b) and shall
afford any Person providing information with respect to its beneficial ownership
of any Book-Entry Certificate an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Certificate Administrator.

            Section 5.07 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
Certificate Administrator or the Servicer, to execute and deliver to the
Certificate Administrator an instrument in which such Paying Agent shall agree
with the Certificate Administrator that such Paying Agent will hold all sums
held by it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the 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 S&P
and "A1" by Moody's.

            Notwithstanding the foregoing in this Section 5.07, the appointment
of the Paying Agent shall not relieve the Certificate Administrator from any of
its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of the Paying Agent.


                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer

            (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Mortgage Loans and to perform its respective duties under
this Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Master Servicer and the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in a withdrawal, downgrading or qualification of the then-current
ratings of the Classes of Certificates that have been so rated (as evidenced by
a letter to such effect from each Rating Agency).

            Section 6.03 Limitation on Liability of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer and
Others

            (a) None of the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer nor any of the
Affiliates, directors, partners, members, managers, shareholders, officers,
employees or agents of any of them shall be under any liability to the Trust
Fund, the Underwriters, the parties hereto, the Certificateholders, the holders
of any Junior Loan or any other Person 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 this provision shall not protect the
Depositor, the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of negligent disregard of obligations and duties hereunder. The Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and any Affiliate, director, partner, member, manager,
shareholder, officer, employee or agent of the Depositor, the Trustee, the
Certificate Administrator, the 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 Person respecting any matters arising hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and any Affiliate, director, shareholder,
member, partner, manager, officer, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust Fund and/or any affected
Junior Loan Holder(s) out of the Collection Account or the Distribution Account,
as applicable in accordance with Section 3.05 (or, insofar as a Mortgage Loan
Combination is involved, and to the extent permitted by the related
Intercreditor Agreement, out of amounts attributable to such Mortgage Loan
Combination on deposit in the related Mortgage Loan Combination Custodial
Account as provided in Section 3.04), against any loss, liability or expense
(including legal fees and expenses) incurred in connection with any legal action
or claim relating to this Agreement, the Trust Mortgage Loans, any Junior Loan
or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof or that would
otherwise constitute a Servicing Advance; (ii) incurred in connection with any
breach of a representation or warranty made by it herein; (iii) incurred by
reason of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties or (iv) in the case of the Depositor and any of its
directors, officers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability which it is not reasonably assured of reimbursement thereof
by the Trust; provided, however, that the Depositor, the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal fees, expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Collection Account as
provided by Section 3.05(a) (or, insofar as a Mortgage Loan Combination is
involved, and to the extent permitted by the related Intercreditor Agreement, as
applicable, out of amounts attributable to such Mortgage Loan Combination on
deposit in the related Mortgage Loan Combination Custodial Account as provided
in Section 3.04).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund, the Trustee and the Certificate
Administrator, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any willful misfeasance, bad faith or negligence of the Master Servicer or the
Special Servicer, as the case may be, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Master
Servicer or the Special Servicer, as the case may be, of its duties and
obligations hereunder or by reason of breach of any representations or
warranties made by it herein. The Master Servicer and the Special Servicer may
consult with counsel, and any written advice or Opinion of Counsel shall be full
and complete authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith in accordance with the
Servicing Standard and in accordance with such advice or Opinion of Counsel
relating to (i) tax matters, (ii) any amendment of this Agreement under Article
XI, (iii) the defeasance of any Defeasance Mortgage Loan or (iv) any matter
involving legal proceedings with a Borrower.

            The Trustee or the Certificate Administrator shall immediately
notify the Master Servicer or the Special Servicer, as applicable, if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Trust Fund, the Trustee or the Certificate Administrator to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights that the Trust Fund,
the Trustee or the Certificate Administrator, as the case may be, may have to
indemnification under this Agreement or otherwise, unless the Master Servicer's
or Special Servicer's, as the case may be, defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
indemnifying party.

            The Depositor shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights that the Depositor may
have to indemnification under this Agreement or otherwise, unless the Master
Servicer's or Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
indemnifying party.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer, the Trustee and the Certificate Administrator and any Affiliate,
director, officer, member, manager, partner, shareholder, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as
applicable, shall promptly notify the Depositor if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling it to
indemnification hereunder, whereupon the Depositor shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the
Depositor's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement.

            Each of the Trustee and the Certificate Administrator agrees to
indemnify the Master Servicer, the Special Servicer and the Depositor and any
Affiliate, director, officer, shareholder, partner, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by the Trustee or the
Certificate Administrator herein or as a result of any willful misfeasance, bad
faith or negligence of the Trustee or the Certificate Administrator in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee or the Certificate Administrator of its duties and
obligations hereunder. The Depositor, Master Servicer or the Special Servicer,
as applicable, shall promptly notify the Trustee or the Certificate
Administrator, as applicable, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling it to indemnification
hereunder, whereupon the Trustee or the Certificate Administrator, as
applicable, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator, as applicable, shall not affect any rights that any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee's or Certificate Administrator's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
indemnifying party.

            Section 6.04 Master Servicer and Special Servicer Not to Resign

            Subject to the provisions of Section 6.02, neither the Master
Servicer nor the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) a determination that
such party's duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other activities
carried on by it (the other activities of the Master Servicer or the Special
Servicer, as the case may be, so causing such a conflict being of a type and
nature carried on by the Master Servicer or the Special Servicer, as the case
may be, at the date of this Agreement) or (b) upon the appointment of, and the
acceptance of such appointment by, a successor Master Servicer or Special
Servicer, as applicable, and receipt by the Trustee of written confirmation from
each applicable Rating Agency that such resignation and appointment will not
cause such Rating Agency to downgrade, withdraw or qualify any of then-current
ratings assigned by such Rating Agency to any Class of Certificates. Any such
determination permitting the resignation of the Master Servicer or the Special
Servicer pursuant to clause (a) above shall be evidenced by an Opinion of
Counsel (the cost of which, together with any other expenses of such
resignation, shall be at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer or the
Special Servicer shall become effective until the Trustee or a successor Master
Servicer shall have assumed the Master Servicer's or Special Servicer's, as
applicable, responsibilities and obligations in accordance with Section 7.02;
provided that, if no successor master servicer or special servicer, as
applicable, shall have been so appointed and have accepted appointment within 90
days after the Master Servicer or the Special Servicer, as the case may be, has
given notice of such resignation, the resigning Master Servicer or Special
Servicer, as applicable, may petition any court of competent jurisdiction for
the appointment of a successor thereto.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master Servicer and the Special Servicer shall not be relieved
of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer or the Special Servicer to
      deposit, or to remit to the appropriate party for deposit, into the
      Collection Account or the REO Account, as appropriate, any amount required
      to be so deposited or remitted, which failure continues unremedied for
      three Business Days following the date on which the deposit or remittance
      was required to be made;

            (ii) any failure by the Master Servicer to remit to the Certificate
      Administrator for deposit in the Distribution Account or to any B Loan
      Holder any amount required to be so remitted, which failure continues
      unremedied beyond 11:00 a.m. on the Business Day immediately following the
      date on which the remittance was required to be made; provided, however,
      that if the Master Servicer fails to timely make any such remittance
      required to be made to the Certificate Administrator on a Master Servicer
      Remittance Date, the Master Servicer shall pay to the Certificate
      Administrator (for the account of the Certificate Administrator) interest
      on any amount not timely remitted at the Prime Rate from and including
      such Master Servicer Remittance Date to but excluding the date such
      remittance is actually made;

            (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it under this Agreement, which
      failure continues unremedied for three Business Days following the date on
      which written notice of such failure, requiring the same to be remedied,
      has been given to the Master Servicer by any party to this Agreement;

            (iv) any failure by the Master Servicer or the Special Servicer to
      observe or perform in any material respect any of its other covenants or
      agreements under this Agreement which failure continues unremedied for 30
      days after written notice of such failure, requiring the same to be
      remedied, has been given to the Master Servicer or the Special Servicer,
      as the case may be, by any other party to this Agreement, by the Series
      2004-C5 Directing Certificateholder or by Certificateholders entitled to
      not less than 25% of the Voting Rights; provided, however, that, with
      respect to any such failure that is not curable within such 30-day period,
      the Master Servicer or the Special Servicer, as appropriate, will have an
      additional cure period of 30 days to effect such cure so long as the
      Master Servicer or the Special Servicer, as appropriate, has commenced to
      cure such failure within the initial 30-day period and has diligently
      pursued, and is continuing to pursue, a full cure;

            (v) it is determined that there is a breach by the Master Servicer
      or the Special Servicer of any of its representations or warranties
      contained in this Agreement that materially and adversely affects the
      interests of any Class of Certificateholders, which breach continues
      unremedied for 30 days after written notice of such failure, requiring the
      same to be remedied, has been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party to this Agreement, by the
      Series 2004-C5 Directing Certificateholder or by Certificateholders
      entitled to not less than 25% of the Voting Rights; provided, however,
      that, with respect to any such breach that is not curable within such
      30-day period the Master Servicer or the Special Servicer, as appropriate,
      will have an additional cure period of 30 days to effect such cure so long
      as the Master Servicer or the Special Servicer, as appropriate, has
      commenced to cure such breach within the initial 30-day period and has
      diligently pursued, and is continuing to pursue, a full cure;

            (vi) a decree or order of a court having jurisdiction in an
      involuntary case for the appointment of a receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings is entered
      against the Master Servicer or the Special Servicer and the decree or
      order remains in force for a period of 60 days; provided, however, that,
      with respect to any such decree or order that cannot be discharged,
      dismissed or stayed within such 60-day period the Master Servicer or the
      Special Servicer, as appropriate, will have an additional period of 30
      days to effect such discharge, dismissal or stay so long as the Master
      Servicer or the Special Servicer, as appropriate, has commenced
      proceedings to have such decree or order dismissed, discharged or stayed
      within the initial 60-day period and has diligently pursued, and is
      continuing to pursue, such discharge, dismissal or stay;

            (vii) the Master Servicer or the Special Servicer consents to the
      appointment of a receiver, liquidator, trustee or similar official
      relating to it or of or relating to all or substantially all of its
      property;

            (viii) the Master Servicer or the Special Servicer admits in writing
      its inability to pay its debts or takes other actions indicating its
      insolvency or inability to pay its obligations;

            (ix) Moody's has (A) qualified, downgraded or withdrawn its rating
      or ratings of one or more Classes of Certificates, or (B) placed one or
      more Classes of Certificates on "watch status" in contemplation of
      possible rating downgrade or withdrawal (and such "watch status" placement
      shall not have been withdrawn by Moody's within 60 days of such
      placement), and, in case of either of clause (A) or (B), citing servicing
      concerns with the Master Servicer or Special Servicer as the sole or a
      material factor in such rating action; or

            (x) the Master Servicer is removed from S&P's approved Master
      Servicer list, or the Special Servicer is removed from S&P's approved
      Special Servicer list, and the Master Servicer or the Special Servicer, as
      the case may be, is not reinstated to that list within 60 days after its
      removal therefrom.

            If any Event of Default shall have occurred with respect to the
Master Servicer or Special Servicer and a Responsible Officer has actual
knowledge of such Event of Default, the Certificate Administrator, on behalf of
the Trustee, shall provide notice of such Event of Default to each affected
Junior Loan Holder to the extent the Certificate Administrator has actual
knowledge of that holder's identity.

            (b) If any Event of Default with respect to the Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, shall terminate, by notice in
writing to the Defaulting Party (a "Termination Notice"), with a copy of such
notice to the Depositor and the Certificate Registrar and, with respect to any
Mortgage Loan Combination, each related Junior Loan Holder, all of the rights
and obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (other than any rights the Defaulting
Party may have as a Holder of any Certificate or as a B Loan Holder); provided,
however, that the Defaulting Party shall be entitled to the payment of accrued
and unpaid compensation and reimbursement through the date of such termination,
as well as amounts due to it thereafter, if any, including with respect to the
Excess Servicing Strip and Assignable Primary Servicing Fees, as provided for
under this Agreement for services rendered and expenses incurred; provided,
further, that nothing contained in this Section 7.01(b) shall terminate any
rights purchased or otherwise owned or held by the Master Servicer to primary
service any of the Mortgage Loans as a Sub-Servicer to the Trustee or any other
replacement or successor Master Servicer so long as (i) the Event of Default set
forth in Section 7.01(a)(ix) or (x) is the cause of the Master Servicer's
termination and (ii) the Master Servicer is on S&P's list of approved primary
servicers (in which case, the Trustee or replacement or successor Master
Servicer shall retain the terminated Master Servicer as a Sub-Servicer of all of
the Mortgage Loans that are not otherwise subject to an existing Sub-Servicing
Agreement pursuant to a mutually acceptable Sub-Servicing Agreement effective as
of the date of the Master Servicer's termination); provided, further, that
nothing contained in the preceding proviso shall prohibit the Trustee or any
other replacement or successor Master Servicer, in its discretion, from entering
into a Sub-Servicing Agreement with the terminated Master Servicer if an Event
of Default set forth in Sections 7.01(a)(i)-(viii) is the cause of the Master
Servicer's termination.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans (other than as a B Loan Holder) or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise.

            The Master Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting
the termination of the Master Servicer's or the Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation,
the transfer within five Business Days to the Trustee for administration by it
of all cash amounts which shall at the time be or should have been credited by
the Master Servicer to the Collection Account or any Mortgage Loan Combination
Custodial Account, Servicing Account, Cash Collateral Account or Lock-Box
Account (if it is the Defaulting Party) or by the Special Servicer to the REO
Account (if it is the Defaulting Party) or may thereafter be received with
respect to the Mortgage Loans or any REO Property (provided, however, that the
Master Servicer and Special Servicer each shall, if terminated pursuant to this
Section 7.01(b), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances (in the case of the Master Servicer) or otherwise, as
well as amounts due to it thereafter, if any, and it and its directors,
officers, employees and agents shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination; provided, further, that
nothing contained in this Section 7.01(b) shall terminate any rights purchased
or otherwise owned or held by the Master Servicer to primary service any of the
Mortgage Loans as a Sub-Servicer to the Trustee or any other replacement or
successor Master Servicer so long as (i) the Event of Default set forth in
Section 7.01(a)(ix) or (x) is the cause of the Master Servicer's termination and
(ii) the Master Servicer is on S&P's list of approved primary servicers (in
which case, the Trustee or replacement or successor Master Servicer shall retain
the terminated Master Servicer as a Sub-Servicer of all of the Mortgage Loans
that are not otherwise subject to an existing Sub-Servicing Agreement pursuant
to a mutually acceptable Sub-Servicing Agreement effective as of the date of the
Master Servicer's termination); provided, further, that nothing contained in the
preceding proviso shall prohibit the Trustee or any other replacement or
successor Master Servicer, in its discretion, from entering into a Sub-Servicing
Agreement with the terminated Master Servicer if an Event of Default set forth
in Sections 7.01(a)(i)-(viii) is the cause of the Master Servicer's termination.

            (c) Subject to the next paragraph, the Holder or Holders of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to terminate the rights and obligations of
the Special Servicer under this Agreement, with or without cause, upon 10
Business Days prior written notice to the Master Servicer, the Special Servicer
and the Trustee, and to appoint a successor Special Servicer; provided, however,
that (i) such successor shall meet the requirements set forth in Section 7.02,
(ii) as evidenced in writing by each of the Rating Agencies, the proposed
replacement of the Special Servicer shall not, in and of itself, result in a
downgrading, withdrawal or qualification of the then-current ratings provided by
the Rating Agencies with respect to any Class of then outstanding Certificates
that is rated, and (iii) the Trustee shall have received (A) an Acknowledgment
of Proposed Special Servicer in the form reasonably acceptable to the Trustee,
executed by the Person designated to be the successor to such terminated Special
Servicer, and (B) an Opinion of Counsel (which shall not be an expense of the
Trustee or the Trust) substantially to the effect that (1) the removal of such
terminated Special Servicer and/or the appointment of the Person designated to
serve as successor thereto is in compliance with this Section 7.01(c), (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the Acknowledgment of
Proposed Special Servicer (in the form reasonably acceptable to the Trustee) has
been duly authorized, executed and delivered by such designated Person and (4)
upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, such designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, this Agreement shall be enforceable against such designated
Person in accordance with its terms. Any Special Servicer terminated pursuant to
this Section 7.01(c) shall be deemed to have been so terminated simultaneously
with the designated successor's becoming such Special Servicer hereunder;
provided that (i) the terminated Special Servicer shall be entitled to receive,
in connection with its termination, payment out of the Collection Account and,
if and to the extent applicable, the Mortgage Loan Combination Custodial
Accounts of all of its accrued and unpaid Special Servicing Fees, as and to the
extent provided in Sections 3.05(a) and 3.04(e), and reimbursement from the
successor to such terminated Special Servicer of all outstanding Servicing
Advances made by such terminated Special Servicer and all unpaid Advance
Interest accrued on such outstanding Servicing Advances (in which case the
successor to such terminated Special Servicer shall be deemed to have made such
Servicing Advances at the same time that such terminated Special Servicer had
actually made them), (ii) such terminated Special Servicer shall thereafter be
entitled to Workout Fees, as and to the extent expressly permitted by Section
3.11(b), and (iii) such terminated Special Servicer shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination;
and provided, further, that such terminated Special Servicer shall continue to
be obligated to pay (and entitled to receive) all other amounts accrued to (or
owing by) it under this Agreement on or prior to the effective date of such
termination. Such terminated Special Servicer shall cooperate with the Trustee
and the replacement to such terminated Special Servicer in effecting the
transfer of such terminated Special Servicer's responsibilities and rights
hereunder to its successor, including the transfer within two Business Days of
its termination becoming effective pursuant to this Section 7.01(c), to the
replacement to such terminated Special Servicer for administration by it of all
cash amounts that at the time are or should have been credited by such
terminated Special Servicer to the REO Account or to any Servicing Account or
should have been delivered to the Master Servicer or that are thereafter
received by or on behalf of such terminated Special Servicer with respect to any
Mortgage Loan or REO Property. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c). Any
expenses of the Trust as a result of any termination pursuant to this Section
7.01(c) shall be paid by the Holders who effected such termination.

            (d) The Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable,
and as pertains to this transaction, with each of the Rating Agencies.

            Section 7.02 Trustee to Act; Appointment of Successor

            On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to clause (a) of the first sentence
of Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b); and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to the Master Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Master Servicer
or Special Servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special
Servicer by the terms and provisions hereof; provided, however, that any failure
to perform such duties or responsibilities caused by the terminated party's
failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder.

            The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or Special Servicer or for any losses incurred by
the Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be
required to purchase any Trust Mortgage Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to the Master Servicing Fees and all fees relating to the
Mortgage Loans, which the Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder (subject to Section 3.11(a) with
respect to the Excess Servicing Strip and the Assignable Primary Servicing Fee),
including but not limited to any income or other benefit from any Permitted
Investment of funds in a Master Servicer Account pursuant to Section 3.06, and
as successor to the Special Servicer shall be entitled to the Special Servicing
Fees to which the Special Servicer would have been entitled if the Special
Servicer had continued to act hereunder. Should the Trustee succeed to the
capacity of the Master Servicer or the Special Servicer, the Trustee shall be
afforded the same standard of care and liability as the Master Servicer or the
Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role
as successor Master Servicer or successor Special Servicer, as the case may be,
and not with respect to its role as Trustee hereunder. The Trustee shall not be
entitled to receive the Assignable Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or Special Servicer, or shall, if it
is unable to so act, or if the Trustee is not approved as a master servicer or
special servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to a majority of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Master Servicer or the
Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer under this Section 7.02 shall be effective (i) until each of
the Rating Agencies shall have confirmed in writing that its then-current rating
(if any) of each Class of Certificates will not be qualified (as applicable),
downgraded or withdrawn by reason thereof and (ii) until the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all
its responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on the Trust Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a
successor Master Servicer or successor Special Servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special
Servicer, as the case may be, hereunder, excluding the Assignable Primary
Servicing Fee except to the extent that any portion of such Assignable Primary
Servicing Fee is needed (as set forth in Section 3.11(a)) to compensate any
replacement primary servicer; provided, further, that if no successor can be
obtained for such compensation, then, subject to approval by the Rating
Agencies, additional amounts shall be paid to such successor and such amounts in
excess of that permitted the terminated Master Servicer or Special Servicer, as
the case may be, shall be treated as Additional Trust Fund Expenses. The
Trustee, the Master Servicer or the Special Servicer (whichever is not the
terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer.

            Section 7.03 Notification to Certificateholders

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to
the Master Servicer or the Special Servicer pursuant to Section 7.02, the
Certificate Administrator shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and, to the extent that a Responsible Officer of the Certificate
Administrator has actual knowledge of the identities thereof, to each affected
Junior Loan Holder, if any.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Certificate Administrator
who will forward to the Depositor, Certificateholders and, to the extent that a
Responsible Officer of the Trustee has actual knowledge of the identities
thereof, to each affected Junior Loan Holder, if any, notice of such occurrence,
unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default described in clause (i) or (ii) of Section
7.01(a) may only be waived by 100% of the Certificateholders of the affected
Classes. Upon any such waiver of an Event of Default and reimbursement by the
party requesting such waiver to the Trustee of all costs and expenses incurred
by it in connection with such Event of Default and prior to its waiver, such
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default pursuant to this Section
7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.

            Section 7.05 Trustee Advances

            If the Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) in accordance
with Section 3.03(d) with respect to Servicing Advances and (y) by 12:00 noon,
New York City time, on the related Distribution Date with respect to P&I
Advances. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer's rights with respect to Advances
hereunder, including, without limitation, the Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Servicing Advance, as the case may be; provided, however, that if Advances made
by both the Trustee and the 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 the Master Servicer for such Advances. The Trustee shall be
entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


                                  ARTICLE VIII

            CONCERNING THE TRUSTEE and the Certificate Administrator

            Section 8.01 Duties of Trustee and Certificate Administrator

            (a) Each of the Certificate Administrator and, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, the Trustee, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and
no permissive right of the Trustee and the Certificate Administrator shall be
construed as a duty. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee 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 man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee and the Certificate Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Certificate Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II), shall examine them to determine whether
they conform to the requirements of this Agreement. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
the Trustee or the Certificate Administrator, as applicable, shall make a
request to the responsible party to have the instrument corrected, and if the
instrument is not corrected to the Trustee or the Certificate Administrator's
reasonable satisfaction, the Certificate Administrator will provide notice
thereof to the Certificateholders. The Trustee and the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer, and
accepted by the Certificate Administrator in good faith, pursuant to this
Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:

            (i) The Certificate Administrator's and, prior to the occurrence of
      an Event of Default, and after the curing of all such Events of Default
      which may have occurred, the Trustee's duties and obligations shall be
      determined solely by the express provisions of this Agreement, the Trustee
      and the Certificate Administrator shall not be liable except for the
      performance of such duties and obligations as are specifically set forth
      in this Agreement, no implied covenants or obligations shall be read into
      this Agreement against the Trustee or the Certificate Administrator and,
      in the absence of bad faith on the part of the Trustee or the Certificate
      Administrator, 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 certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

            (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 or Responsible Officers of the Trustee or Certificate
      Administrator, as applicable, unless it shall be proved that the Trustee
      or the Certificate Administrator was negligent in ascertaining the
      pertinent facts;

            (iii) Neither the Trustee nor the Certificate Administrator shall be
      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 at least 25% of the Voting Rights relating to the
      time, method and place of conducting any proceeding for any remedy
      available to the Trustee or the Certificate Administrator, or exercising
      any trust or power conferred upon the Trustee or the Certificate
      Administrator, under this Agreement (unless a higher percentage of Voting
      Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, or (C) to confirm or verify the contents of any reports or
      certificates of the Master Servicer or Special Servicer delivered to the
      Trustee pursuant to this Agreement reasonably believed by the Trustee to
      be genuine and to have been signed or presented by the proper party or
      parties.

            Section 8.02 Certain Matters Affecting the Trustee and the
Certificate Administrator

            Except as otherwise provided in Section 8.01:

            (i) The Trustee and the Certificate Administrator may 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;

            (ii) The Trustee and the Certificate Administrator may consult with
      counsel and the written advice of such counsel or 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 therewith;

            (iii) Neither the Trustee nor the Certificate Administrator shall be
      under any obligation to exercise any of the trusts or powers vested in it
      by this Agreement or to make any investigation of matters arising
      hereunder or 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,
      in the Trustee's or the Certificate Administrator's reasonable opinion,
      such Certificateholders shall have offered to the Trustee or the
      Certificate Administrator reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;
      the Trustee or the Certificate Administrator shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee and the Certificate Administrator of the
      obligation, upon the occurrence of an Event of Default which has not been
      cured, 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 man would exercise or use under the circumstances in the
      conduct of his own affairs;

            (iv) The Trustee or the Certificate Administrator shall not be
      liable for any action reasonably taken, suffered or omitted by it in good
      faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee or the Certificate Administrator shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by Holders of Certificates entitled to at
      least 50% of the Voting Rights; provided, however, that if the payment
      within a reasonable time to the Trustee or the Certificate Administrator
      of the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee or the
      Certificate Administrator, not reasonably assured to the Trustee or the
      Certificate Administrator by the security afforded to it by the terms of
      this Agreement, the Trustee or the Certificate Administrator may require
      reasonable indemnity against such expense or liability as a condition to
      taking any such action;

            (vi) The Trustee and the Certificate Administrator may execute any
      of the trusts or powers hereunder or perform any duties hereunder either
      directly or by or through agents or attorneys; provided, however, that the
      appointment of such agents or attorneys shall not relieve the Trustee or
      the Certificate Administrator of its duties or obligations hereunder;

            (vii) For all purposes under this Agreement, the Trustee and the
      Certificate Administrator shall not be required to take any action with
      respect to, or be deemed to have notice or knowledge of any default or
      Event of Default unless a Responsible Officer of the Trustee or the
      Certificate Administrator has actual knowledge thereof or shall have
      received written notice thereof. In the absence of receipt of such notice
      and such actual knowledge otherwise obtained, the Trustee and the
      Certificate Administrator may conclusively assume that there is no default
      or Event of Default;

            (viii) The Trustee and the Certificate Administrator shall not be
      responsible for any act or omission of the Master Servicer, the Special
      Servicer or the Series 2004-C5 Directing Certificateholder (unless, only
      with respect to the Trustee, it is acting as the Master Servicer, the
      Special Servicer or the Series 2004-C5 Directing Certificateholder, as the
      case may be) or of the Depositor; and

            (ix) The Trustee and the Certificate Administrator shall not be
      required to give any bond or surety in respect of the execution of the
      Trust Fund created hereby or the power granted hereunder.

            Section 8.03 Trustee and Certificate Administrator Not Liable for
Validity or Sufficiency of Certificates or Trust Mortgage Loans

            The recitals contained herein and in the Certificates, (i) other
than the acknowledgments and expressed intentions of the Trustee in Sections
2.01, 2.02, 2.04, 2.05, 11.04 and 11.07 and the representations and warranties
of the Trustee in Section 8.13, and (ii) other than the acknowledgements and
expressed intentions of the Certificate Administrator in Sections 3.01, 10.01
and 11.04 and the representations and warranties of the Certificate
Administrator in Section 8.14, shall be taken as the statements of the
Depositor, the Master Servicer or the Special Servicer, as the case may be, and
the Trustee and the Certificate Administrator assume no responsibility for their
correctness. The Trustee and the Certificate Administrator do not make any
representations as to the validity or sufficiency of this Agreement or of any
Certificate or of any Trust Mortgage Loan or related document. The Trustee and
the Certificate Administrator shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Trust Mortgage Loans to the
Trust Fund, or any funds deposited in or withdrawn from the Collection Account
or any other account by or on behalf of the Depositor, the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator. The Trustee and
the Certificate Administrator shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.

            Section 8.04 Trustee and Certificate Administrator May Own
Certificates

            The Trustee and the Certificate Administrator, each in its
individual capacity and not as Trustee and Certificate Administrator,
respectively, may become the owner or pledgee of Certificates, and may deal with
the Depositor, the Master Servicer, the Special Servicer, the Initial Purchaser
and the Underwriters in banking transactions, with the same rights each would
have if it were not Trustee.

            Section 8.05 Fees and Expenses of Trustee and Certificate
Administrator; Indemnification of and by Trustee and Certificate Administrator

            (a) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account, prior to any distributions to be made
therefrom to Certificateholders on such date, and pay to itself and the Trustee
all earned but unpaid Certificate Administrator Fees and Trustee Fees,
respectively, in respect of the Trust Mortgage Loans and any REO Trust Mortgage
Loans through the end of the most recently ended calendar month, as compensation
for all services rendered by it and the Trustee in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee or the Certificate Administrator hereunder. As to each
Trust Mortgage Loan and REO Trust Mortgage Loan, the Trustee Fee, from which an
amount equal to the Certificate Administrator Fee shall be paid to the
Certificate Administrator, shall accrue during each calendar month, commencing
with January 2005, at the Trustee Fee Rate on a principal amount equal to the
Stated Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan
immediately following the Distribution Date in such calendar month (or, in the
case of January 2005, on a principal amount equal to the Cut-off Date Principal
Balance of the particular Trust Mortgage Loan), whether or not interest is
actually collected on each Trust Mortgage Loan and REO Trust Mortgage Loan. With
respect to each Trust Mortgage Loan and REO Trust Mortgage Loan, the Trustee Fee
shall accrue from time to time on the same Interest Accrual Period as is
applicable to such Trust Mortgage Loan or REO Trust Mortgage Loan. Except as
otherwise expressly provided herein, the Trustee Fees (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole compensation for such
services to be rendered by it.

            (b) The Trustee and the Certificate Administrator shall each be paid
or reimbursed by the Trust Fund upon its request for all reasonable
out-of-pocket expenses and disbursements incurred by the Trustee and 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) 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, bad faith or willful misconduct; provided, however, that subject to
Section 8.02(iii), neither the Trustee nor the Certificate Administrator shall
refuse to perform any of its duties hereunder solely as a result of the failure
to be paid the Trustee Fee and the Trustee's expenses or any sums due to the
Certificate Administrator.

            (c) The Trustee, the Certificate Administrator and any Affiliate,
director, officer, employee or agent of the Trustee and the Certificate
Administrator shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Mortgage Loans, the
Certificates or any act or omission of the Trustee and the Certificate
Administrator relating to the exercise and performance of any of the powers and
duties of the Trustee and the Certificate Administrator hereunder; provided,
however, that none of the Trustee, the Certificate Administrator and any of the
other above specified Persons shall be entitled to indemnification pursuant to
this Section 8.05(c) for (i) allocable overhead, (ii) routine expenses or
disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator in the normal course of the Trustee's or the Certificate
Administrator's performing its duties in accordance with any of the provisions
hereof, which are not "unanticipated expenses of the REMIC" within the meaning
of Treasury regulations section 1.860G-1(b)(3)(ii), (iii) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's or the
Certificate Administrator's obligations and duties hereunder, or by reason of
negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee or the Certificate
Administrator made herein. The provisions of this Section 8.05(c) shall survive
any resignation or removal of the Trustee or the Certificate Administrator and
appointment of a successor thereto.

            Section 8.06 Eligibility Requirements for Trustee and Certificate
Administrator

            Each of the Trustee and Certificate Administrator hereunder shall at
all times be, and will be required to resign if it fails to be, (i) a
corporation, bank, trust company or banking association, organized and doing
business under the laws of any state or the United States of America or the
District of Columbia, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and shall not be an Affiliate of the
Depositor, Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA-" or higher by
S&P and "Aa3" or higher by Moody's, in the case of the Trustee, and "A-" or
higher by S&P and "Baa1" or higher by Moody's, in the case of the Certificate
Administrator (or such entity as would not, as evidenced in writing by such
Rating Agency, result in the qualification (as applicable), downgrading or
withdrawal of any of the then-current ratings then assigned thereby to the
Certificates).

            If such corporation, bank, trust company or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation, bank, trust company or national banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.

            Section 8.07 Resignation and Removal of the Trustee or Certificate
Administrator

            (a) The Trustee or the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer, the Special Servicer, all
Certificateholders and the B Loan Holders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicer, in its reasonable discretion, and to the Rating Agencies
(as evidenced in writing by such Rating Agency that such appointment would not
result in the qualification (as applicable), downgrading or withdrawal of any of
then-current ratings then assigned thereby to the Certificates), by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer, the Certificateholders
and the B Loan Holders by the Depositor. Upon the 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 successor
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 may petition any court of
competent jurisdiction for the appointment of a successor trustee or successor
certificate administrator. The resigning Trustee or Certificate Administrator
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and the appointment of a
successor trustee or successor certificate administrator.

            (b) If at any time the Trustee or the Certificate Administrator
shall cease to be eligible in accordance with the provisions of Section 8.06 or
if the Depositor has received notice from the Rating Agencies that failure to
remove the Trustee or the Certificate Administrator will result in a downgrade
or withdrawal of the then-current rating assigned to any Class of Certificates,
and shall fail to resign after written request therefor by the Depositor or the
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 or of its property
shall be appointed, or any public officer shall take charge or control of the
Trustee or the Certificate Administrator or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor may
remove the Trustee or the Certificate Administrator and appoint a successor
trustee or successor certificate administrator acceptable to the Master Servicer
and the Rating Agencies (as evidenced in writing by such Rating Agency that such
removal and appointment would not result in the qualification (as applicable),
downgrading or withdrawal of any of then-current ratings then assigned thereby
to the Certificates), by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or the Certificate Administrator so removed
and to the successor trustee or successor Certificate Administrator. A copy of
such instrument shall be delivered to the Master Servicer, the Special Servicer,
the Certificateholders and the B Loan Holders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Certificate
Administrator and appoint a successor trustee or successor certificate
administrator by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Master Servicer, one complete set to
the Trustee or the Certificate Administrator so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer, the remaining Certificateholders and the B Loan
Holders by the Master Servicer at the expense of the Trust Fund. The Trustee or
the Certificate Administrator shall be reimbursed for all reasonable costs and
expenses incurred by it in connection with such removal within 30 days of demand
therefor from amounts on deposit in the Distribution Account (provided the
Trustee or the Certificate Administrator is removed without cause).

            Any resignation or removal of the Trustee or the Certificate
Administrator and appointment of a successor trustee or successor certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not
become effective until acceptance of appointment by the successor trustee or
successor certificate administrator as provided in Section 8.08.

            Within 30 days following any succession of the Trustee or
Certificate Administrator under this Agreement, the predecessor Trustee or
predecessor Certificate Administrator shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee or Certificate Administrator shall be
liable for any action or omission of any successor trustee or successor
certificate administrator.

            Section 8.08 Successor Trustee or Certificate Administrator

            (a) Any successor trustee and any successor certificate
administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to
its predecessor Trustee or predecessor Certificate Administrator, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or predecessor Certificate Administrator, shall
become effective and such successor trustee or successor certificate
administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate
Administrator herein. The predecessor Trustee or predecessor Certificate
Administrator shall deliver to the successor trustee or successor certificate
administrator all Mortgage Files and related documents and statements held by it
hereunder, and the Depositor, the Master Servicer, the Special Servicer and the
predecessor Trustee or predecessor Certificate Administrator shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee or
successor certificate administrator all such rights, powers, duties and
obligations, and to enable the successor trustee or successor certificate
administrator to perform its obligations hereunder.

            (b) No successor trustee or successor certificate administrator
shall accept appointment as provided in this Section 8.08 unless at the time of
such acceptance such successor trustee or successor certificate administrator
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor trustee or
successor certificate administrator as provided in this Section 8.08, the Master
Servicer shall, at the expense of the Trust Fund (if in connection with the
first paragraph of Section 8.07(c)), or otherwise at the expense of the
successor trustee, mail notice of the succession of such Trustee or Certificate
Administrator hereunder to the Depositor, the Certificateholders and the B Loan
Holders. If the Master Servicer fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee or successor certificate
administrator, such successor trustee or successor certificate administrator
shall cause such notice to be mailed at the expense of the successor trustee.

            Section 8.09 Merger or Consolidation of Trustee or Certificate
Administrator

            Any Person into which the Trustee or Certificate Administrator may
be merged or converted or with which it may be consolidated or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
Certificate Administrator shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Trustee or Certificate
Administrator, shall be the successor of the Trustee or Certificate
Administrator, as applicable, hereunder (provided that such successor Person
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

            (a) 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 Master Servicer 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 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
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so (which failure shall not constitute an
Event of Default hereunder), or in case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. 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.

            (b) 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, 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 Master Servicer or the Special 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 at the direction of the Trustee.

            (c) 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. 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. Every such instrument shall be filed with the Trustee.

            (d) 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.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Access to Certain Information

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Certificate Administrator a copy of any private placement memorandum or other
disclosure document used by the Depositor or its Affiliate in connection with
the offer and sale of the Class of Certificates to which such Non-Registered
Certificate relates. In addition, if any such private placement memorandum or
disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Certificate Administrator, the Depositor promptly
shall inform the Certificate Administrator of such event and shall deliver to
the Certificate Administrator a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Certificate Administrator (or the Trustee with respect to clause
(J) below) shall maintain at its offices primarily responsible for administering
the Trust Fund and shall, upon reasonable advance written notice, make available
during normal business hours for review by any Holder of a Certificate, each B
Loan Holder and its designees, the Depositor, the Master Servicer, the Special
Servicer, the Series 2004-C5 Directing Certificateholder, any Rating Agency, the
Underwriters or any other Person to whom the Certificate Administrator believes
such disclosure is appropriate, originals or copies of the following items to
the extent such documents have been delivered to the Certificate Administrator:
(i) in the case of a Holder or prospective transferee of a Non-Registered
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Non-Registered Certificate
belongs, in the form most recently provided to the Certificate Administrator and
(ii) in all cases, (A) this Agreement and any amendments hereto entered into
pursuant to Section 11.01, (B) the Prospectus and any amendments or supplements
thereto, (C) the respective Mortgage Loan Purchase Agreements and any amendments
thereto, (D) all statements required to be delivered, or otherwise required to
be made available, to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, (E) all Officer's Certificates delivered to
the Certificate Administrator since the Closing Date pursuant to Section 3.13,
(F) all accountants' reports delivered to the Certificate Administrator since
the Closing Date pursuant to Section 3.14, (G) any and all notices, reports and
Environmental Assessments delivered to the Certificate Administrator with
respect to any Mortgaged Property securing a defaulted Trust Mortgage Loan as to
which the environmental testing contemplated by Section 3.09(c) revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof was not satisfied (but only for so long as such Mortgaged Property or
the related Trust Mortgage Loan are part of the Trust Fund), (H) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Master Servicer or the Special Servicer and delivered to the
Certificate Administrator pursuant to Section 3.20 (but only for so long as the
affected Trust Mortgage Loan is part of the Trust Fund), (I) any and all
Officer's Certificates delivered to the Certificate Administrator to support the
Master Servicer's determination that any P&I Advance or Servicing Advance was
or, if made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, as the case may be, (J) any and all of the Mortgage Loan Documents
contained in the Mortgage Files, (K) any and all Appraisals obtained pursuant to
the definition of "Appraisal Reduction" herein, (L) information regarding the
occurrence of Servicing Transfer Events as to the Trust Mortgage Loans and (M)
any and all Sub-Servicing Agreements and any amendments thereto and
modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Certificate Administrator upon written request; provided, however, that the
Certificate Administrator shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies,
except in the case of copies provided to the Rating Agencies and, so long as the
requests are not excessive or duplicative, to the Series 2004-C5 Directing
Certificateholder, which shall be free of charge. In addition, without limiting
the generality of the foregoing, any Requesting Subordinate Certificateholder
may upon written request from the Certificate Administrator obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.11(a)), the
Certificate Administrator shall, in accordance with such reasonable rules and
procedures as it may adopt (which may include the requirement that an agreement
that provides that such information shall be kept confidential and used solely
for purposes of evaluating the investment characteristics of the Certificates be
executed), also make the reports available to Certificateholders pursuant to
Section 4.02, and, with respect to any Mortgage Loan Combination, the related
Junior Loan Holder(s), as well as certain additional information received by the
Certificate Administrator to any Certificateholder, the Underwriters, the
Initial Purchasers, any Certificate Owner, any Junior Loan Holder or any
prospective investor identified as such by a Certificate Owner or the
Underwriters or Initial Purchasers or, with respect to any Mortgage Loan
Combination, a related Junior Loan Holder, as applicable, that requests such
reports or information; provided that the Certificate Administrator shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing copies of such reports or information; and provided,
further, that no Junior Loan Holder or prospective investor in a Junior Loan
shall be entitled to any such report or information except to the extent that it
relates to the subject Mortgage Loan Combination.

            (c) With respect to any information furnished by the Certificate
Administrator pursuant to this Section 8.11, the Certificate Administrator shall
be entitled to indicate the source of such information and the Certificate
Administrator may affix thereto any disclaimer it deems appropriate in its
discretion. The Certificate Administrator shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described above in this Section 8.11 to Certificateholders,
Certificate Owners, prospective purchasers of Certificates or interests therein
or licensed or registered investment advisors of any of the foregoing, the
Certificate Administrator may require: (i) in the case of Certificateholders and
Certificate Owners, a confirmation executed by the requesting Person
substantially in form and substance reasonably acceptable to the Certificate
Administrator generally to the effect that such Person is a registered or
beneficial holder of Certificates or an investment advisor representing such
Person and is requesting the information solely for use in evaluating such
Person's investment in the Certificates and will otherwise keep such information
confidential; and (ii) in the case of a prospective purchaser or a licensed or
registered investment advisor representing such Person, confirmation executed by
the requesting Person in form and substance reasonably acceptable to the
Certificate Administrator generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein or a licensed or
registered investment advisor representing such Person, and is requesting the
information solely for use in evaluating a possible investment in Certificates
and will otherwise keep such information confidential. The Certificate
Administrator shall not be liable for the dissemination of information in
accordance with this Agreement.

            Section 8.12 Appointment of Custodians

            The Trustee may, with the consent of the Master Servicer, appoint at
the Trustee's own expense one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee; provided that if the Custodian is an
Affiliate of the Trustee such consent of the Master Servicer need not be
obtained and the Trustee shall inform the Master Servicer of such appointment.
Each Custodian shall be a depositary institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall not be the Depositor, the Certificate
Administrator, any Mortgage Loan Seller or any Affiliate of the Depositor, the
Certificate Administrator or any Mortgage Loan Seller, and shall have in place a
fidelity bond and errors and omissions policy, each in such form and amount as
is customarily required of custodians acting on behalf of FHLMC or FNMA. Each
Custodian shall be subject to the same obligations, standard of care, protection
and indemnities as would be imposed on, or would protect, the Trustee hereunder
in connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

            Section 8.13 Representations, Warranties and Covenants of the
Trustee

            The Trustee hereby represents and warrants to the Depositor, the
Master Servicer, the Special Servicer and the Certificate Administrator and for
the benefit of the Certificateholders and the B Loan Holders, 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;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      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 instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (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 Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

            Section 8.14 Representations, Warranties and Covenants of the
Certificate Administrator

            The Certificate Administrator hereby represents and warrants to the
Depositor, the Master Servicer, the Special Servicer and the Trustee, for its
own benefit and the benefit of the Certificateholders and the B Loan Holders, as
of the Closing Date, that:

            (i) The Certificate Administrator is a national banking association
      duly organized, validly existing, and in good standing under the laws of
      the United States and has full power, authority and legal right to own its
      properties and conduct its business as presently conducted and to execute,
      deliver and perform the terms of this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the 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;
      and

            (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.


                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All Trust
Mortgage Loans

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator (other than the obligations of the Certificate Administrator to
provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Certificate
Administrator and required hereunder to be so paid on the Distribution Date
following the earliest to occur of (i) the purchase by the Holders of a majority
of the Percentage Interests of the Controlling Class, the Special Servicer or
the Master Servicer of all the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund at a price (the "Termination Price") equal to (a)
the sum of (1) the aggregate Purchase Price of all the Trust Mortgage Loans
(exclusive of REO Trust Mortgage Loans) included in the Trust Fund and (2) the
Appraised Value of each REO Property, if any, included in the Trust Fund (such
Appraisals in this subclause (2) to be conducted by an Appraiser selected and
mutually agreed upon by the Master Servicer, the Special Servicer and the
Trustee), minus (b) (1) solely in the case where the Master Servicer is
effecting such purchase, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the Master Servicer in respect of such
Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Master
Servicing Fees (including Excess Servicing Strip), and Primary Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer in connection with such purchase) or (2)
solely in the case where the Special Servicer is effecting such purchase, the
aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Special Servicer in respect of such Advances in accordance
with Section 3.03(d) and any unpaid Special Servicing Fees remaining outstanding
(which items shall be deemed to have been paid or reimbursed to the Special
Servicer in connection with such purchase), and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Mortgage
Loan or REO Property remaining in the Trust Fund; provided, however, that in no
event shall the trust created hereby 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 Court of St. James's, living on the
date hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (i) of the preceding paragraph by giving written notice to the
Certificate Administrator and the other parties hereto within 60 days of the
first Distribution Date on which the aggregate Stated Principal Balance of the
Mortgage Pool is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Original Trust Mortgage Loans. If the Holders of a majority of the
Percentage Interests of the Controlling Class do not exercise such option within
60 days after it becomes exercisable by the Holders of a majority of the
Percentage Interests of the Controlling Class, the Special Servicer may notify
the Holders of a majority of the Percentage Interests in the Controlling Class
and the Certificate Administrator of its intention to exercise such option and
if the Holders of a majority of the Percentage Interests of the Controlling
Class do not exercise such option within ten Business Days thereafter, the
Special Servicer shall be entitled to exercise such option. If the Special
Servicer does not exercise such option within 60 days after it becomes
exercisable by it, the Master Servicer may notify the Special Servicer, the
Holders of the Controlling Class and the Certificate Administrator of the Master
Servicer's intention to exercise such option, and if none of the Special
Servicer or the Holders of a majority of the Percentage Interests in the
Controlling Class exercise such option within ten Business Days thereafter, the
Master Servicer will be entitled to exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding paragraph, the
Holders of the Controlling Class, the Special Servicer or the Master Servicer,
as applicable, shall remit to the Certificate Administrator for deposit in the
Distribution Account not later than the Master Servicer Remittance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the Termination
Price (exclusive of (i) any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Collection Account, (ii) any portion thereof that is payable to a B Loan
Holder in connection with an REO Property in accordance with the related
intercreditor, co-lender or similar agreement, which portion is to be remitted
to such B Loan Holder, and (iii) any portion thereof representing accrued and
unpaid Excess Interest, which shall be deposited in the Excess Interest
Distribution Account). In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such
Master Servicer Remittance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Collection Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits have been made, the Certificate
Administrator shall release or cause to be released to the Holders of the
Controlling Class, the Special Servicer or the Master Servicer, as applicable,
the Mortgage Files for the remaining Trust Mortgage Loans, and the Certificate
Administrator shall execute all assignments, endorsements and other instruments
furnished to it by Holders of the Controlling Class, the Special Servicer or the
Master Servicer, as applicable, as shall be necessary to effectuate transfer of
the Trust Mortgage Loans and REO Properties remaining in the Trust Fund and its
rights under the related Mortgage Loan Purchase Agreement.

            For purposes of this Section 9.01, the Series 2004-C5 Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Certificate Administrator by letter to the
Certificateholders, the B Loan Holders and each Rating Agency and, if not
previously notified pursuant to this Section 9.01, to the other parties hereto
mailed (a) in the event such notice is given in connection with the purchase of
all of the Trust Mortgage Loans and each REO Property remaining in the Trust
Fund, not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of the final distribution on the Certificates, or (b)
otherwise during the month of such final distribution on or before the related
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Administrator or such other
location therein designated.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account and/or the Excess Interest
Distribution Account that are allocable to payments on the Class of Certificates
so presented and surrendered. Amounts distributed from the Distribution Account
as of the Final Distribution Date shall be allocated for the purposes, in the
amounts and in accordance with the priority set forth in Sections 4.01(a),
4.01(b), 4.01(c), 4.01(d) and 4.01(e). Anything in this Section 9.01 to the
contrary notwithstanding, the Holders of the Class V Certificates shall receive
that portion, if any, of the proceeds of a sale of the assets of the Trust Fund
allocable to accrued and unpaid Excess Interest. Any funds not distributed on
such Distribution Date shall be set aside and held uninvested in trust for the
benefit of Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(i).

            Section 9.02 Additional Termination Requirements

            If Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional requirements, which meet
the definition of a "qualified liquidation" of each REMIC Pool, within the
meaning of Section 860F(a)(4) of the Code:

            (i) the Certificate Administrator shall specify the first day in the
      90-day liquidation period in a statement attached to each REMIC Pool's
      final Tax Returns pursuant to Treasury regulations section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of REMIC I to the Holders of the Controlling
      Class, the Special Servicer or the Master Servicer, as the case may be,
      for cash; and

            (iii) immediately following the making of the final payment on the
      Uncertificated REMIC I Interests and the Certificates, the Certificate
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Class R or Class LR, in respect of the
      related REMIC Pool, Certificates all cash on hand (other than cash
      retained to meet claims), in the Trust Fund and each REMIC Pool shall
      terminate at that time.


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01  Tax Administration

            (a) The Certificate Administrator shall make or cause to be made
elections to treat each of the REMIC Pools as a REMIC under the Code and if
necessary, under State Tax Laws. Each such election will be made on Internal
Revenue Service Form 1066 or other appropriate federal tax or information return
or any appropriate state Tax Return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued, which in each case
shall be signed by the Trustee. The Certificate Administrator shall designate
the "regular interests" and the "residual interests," within the meaning of the
REMIC Provisions, in each REMIC Pool as set forth in the Preliminary Statement
hereto. To the extent the affairs of the Trust Fund are within their control,
the Master Servicer, the Special Servicer and the Certificate Administrator
shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in either REMIC Pool other than those interests outstanding on
the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of REMIC I and REMIC II.

            (c) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for REMIC I. The Holder of the
largest Percentage Interest of the Class R Certificates is hereby designated,
and by the acceptance of its Class R Certificate agrees to act, as Tax Matters
Person for REMIC II. The Certificate Administrator is hereby designated as the
agent and attorney-in-fact of the Tax Matters Person of each REMIC Pool and
shall perform all the functions thereof, and the Holders of the Class LR and
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Certificate Administrator shall prepare or cause to be
prepared all of the Tax Returns that it reasonably determines are required with
respect to each REMIC Pool and, as specified in Section 2.05, the grantor trust
created hereunder and shall cause the Trustee to sign and shall file or cause to
be filed such Tax Returns in a timely manner. The expenses of preparing such
returns shall be borne by the Certificate Administrator without any right of
reimbursement therefor.

            (e) The Certificate Administrator shall provide (i) upon request by
any Transferor of a Class LR or Class R Certificate, such information to such
Transferor and the IRS as is (x) reasonably necessary for the application of any
tax relating to the transfer of a Class LR or Class R Certificate to any Person
who is not a Disqualified Organization or (y) otherwise required to be provided
by Treasury Regulations Section 1.860E-2 (and in the time and manner required to
be provided to such person under such Regulations), (ii) to the
Certificateholders such information or reports as are required by the Code, the
REMIC Provisions or State Tax Laws including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) pursuant to Section 10.01(m), to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of each of the REMIC Pools.

            (f) The Certificate Administrator shall take such actions and shall
cause the Trust Fund to take such actions as are reasonably within the
Certificate Administrator's control and the scope of its duties more
specifically set forth herein as shall be necessary to maintain the status of
each REMIC Pool as a REMIC under the REMIC Provisions (and the Master Servicer
and Special Servicer shall assist the Certificate Administrator, to the extent
reasonably requested by the Certificate Administrator to do so). None of the
Master Servicer, the Special Servicer or the Certificate Administrator shall
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could be reasonably expected to (i) cause either REMIC Pool to fail to qualify
as a REMIC or (ii) result in the imposition of a tax under the REMIC Provisions
upon either REMIC Pool (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) (either such
event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and such party determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at
the expense of the Trust Fund, but in no event at the expense of such party) to
the effect that the contemplated action will not, with respect to either REMIC
Pool, cause either REMIC Pool to fail to qualify as a REMIC or, unless such
party determines (which determination is acceptable to the Certificate
Administrator) that the monetary expense to either REMIC Pool is not material
and in its sole discretion to indemnify (to the extent reasonably acceptable to
the Certificate Administrator) the Trust Fund against such tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may be taken only pursuant to an Opinion of Counsel
that such action would impose a tax on the Trust Fund, such action may
nonetheless be taken so long as (x) the indemnity given in the preceding
sentence with respect to any taxes that might be imposed on the Trust Fund has
been given and (y) all other preconditions to the taking of such action have
been satisfied. Neither the Trustee nor the Certificate Administrator shall take
any action (whether or not authorized hereunder) as to which the Master Servicer
has advised it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee and the Certificate Administrator or their respective
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to either REMIC Pool, and such party shall not
take any such action, or cause the Trust Fund to take any such action, as to
which the Certificate Administrator has advised it in writing that an Adverse
REMIC Event could occur. The Certificate Administrator may consult with counsel
to make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement. At all
times as may be required by the Code, the Certificate Administrator will to the
extent within its control and the scope of its duties as specifically set forth
herein, maintain substantially all of the assets of the Trust Fund as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

            (g) In the event that any tax is imposed on "prohibited
transactions" of either REMIC Pool as defined in Section 860F(a)(2) of the Code,
on "contributions" to a REMIC Pool after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, other than a tax on "net income from
foreclosure property" pursuant to Section 860G(c) of the Code or similar
provisions of state or local tax laws, such tax shall be charged (i) to the
Master Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of the Master Servicer, by
the Master Servicer of any of its obligations under this Agreement and such
breach is not caused by the breach of another party, (ii) to the Trustee or the
Certificate Administrator, if such tax arises out of or results from a breach by
the Trustee or the Certificate Administrator of any of its obligations under
this Agreement and such breach is not caused by the breach of another party,
(iii) to the Special Servicer, if such tax arises out of or results from a
breach, which breach constitutes negligence or willful misconduct of the Special
Servicer, by the Special Servicer of any of its obligations under this Agreement
and such breach is not caused by the breach of another party and (iv) otherwise,
against amounts on deposit in the Collection Account in accordance with Section
3.05(a), and on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction of the Optimal Interest
Distribution Amount on each Class entitled thereto in the same manner as if such
taxes constituted an Uncovered Prepayment Interest Shortfall Amount.

            (h) The Certificate Administrator shall, for federal income tax
purposes, maintain books and records with respect to each of the REMIC Pools on
a calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator shall (except as
contemplated by Section 2.03) accept any contributions of assets to either REMIC
Pool unless the Master Servicer, the Special Servicer, the Trustee and the
Certificate Administrator shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in either REMIC Pool will not cause either REMIC Pool
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or subject either REMIC Pool created hereunder to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

            (j) None of the Master Servicer, the Special Servicer or the
Certificate Administrator shall enter into any arrangement by which either REMIC
Pool created hereunder will receive a fee or other compensation for services
nor, to the extent reasonably within their control, permit either REMIC Pool to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (k) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Uncertificated
REMIC I Interests and the Regular Certificates is the Rated Final Distribution
Date.

            (l) Within 30 days after the Closing Date, the Certificate
Administrator shall obtain a taxpayer identification number for each REMIC Pool
on Form SS-4 and shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" (or applicable successor form)
for each REMIC Pool created hereunder.

            (m) None of the Certificate Administrator, the Master Servicer or
the Special Servicer shall sell or dispose of or substitute for any of the Trust
Mortgage Loans (except in connection with (i) the default, imminent default or
foreclosure of a Trust Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the
Trust Fund created hereunder pursuant to Article X of this Agreement or (iv) a
purchase of Trust Mortgage Loans pursuant to Article II, Section 3.18, Section
3.31 or Section 3.32 of this Agreement) nor acquire any assets for the Trust
Fund or either REMIC Pool, nor sell or dispose of any investments in the
Collection Account for gain, nor accept any contributions to either REMIC Pool
after the Closing Date, unless it has received an Opinion of Counsel (which
opinion shall be the expense of the Trust Fund) that such sale or disposition
will not affect adversely the status of either REMIC Pool as a REMIC or cause
either REMIC Pool to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Certificate Administrator, within ten (10) days after the Closing Date, and
thereafter on an ongoing basis, all information or data requested by the
Certificate Administrator that the Certificate Administrator reasonably
determines to be relevant for tax purposes as to the valuations and Issue Prices
of the Certificates, including without limitation, the price, yield, original
issue discount, issue premium and projected cash flow of the Certificates. In
addition, the Master Servicer, the Special Servicer and the Depositor shall
provide on a timely basis to the Certificate Administrator or its designee such
information with respect to the Trust Fund as is in its possession and
reasonably requested by the Certificate Administrator to enable it to perform
its obligations under this Section. The Certificate Administrator shall be
entitled to rely conclusively upon all such information so provided to it
without recalculation or other investigation. The Certificate Administrator
shall be entitled to reasonable compensation and to the reimbursement of its
reasonable expenses incurred in the performance of its duties under this Section
10.01 as may be agreed upon by the Certificate Administrator and the Depositor;
provided, however, that the Certificate Administrator shall pay out of its own
funds, without any right of reimbursement, any and all ordinary expenses of the
Trust Fund incurred in the performance of its duties under this Section but
shall be reimbursed, except as otherwise expressly provided for herein, by the
Trust Fund for any of its extraordinary expenses, including any taxes or
tax-related payments including any expenses involved in any tax examination,
audit or proceeding.

            (o) The Master Servicer and the Special Servicer each shall furnish
such reports, certifications and information in its possession, and access to
such books and records maintained thereby, as may be related to the Certificates
or the Trust Fund and as shall be reasonably requested by the Certificate
Administrator in order to enable it to perform its duties under this Article X.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the B Loan Holders, (i) to cure any ambiguity, (ii)
to correct, modify or supplement any provision herein which may be inconsistent
with any other provision herein or to correct any error, (iii) to make any other
provisions with respect to matters or questions arising hereunder which shall
not be inconsistent with the then existing provisions hereof, (iv) as evidenced
by an Opinion of Counsel delivered to the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer, to relax or
eliminate (A) any requirement hereunder imposed by the REMIC Provisions (if the
REMIC Provisions are amended or clarified such that any such requirement may be
relaxed or eliminated) or (B) any transfer restriction imposed on the
Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable law
is amended or clarified such that any such restriction may be relaxed or
eliminated), (v) as evidenced by an Opinion of Counsel delivered to the
Certificate Administrator, either (X) to comply with any requirements imposed by
the Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to either
REMIC Pool or Grantor Trust V at least from the effective date of such
amendment, (Y) to avoid the occurrence of a prohibited transaction or to reduce
the incidence of any tax that would arise from any actions taken with respect to
the operation of either REMIC Pool or Grantor Trust V or (Z) to comply with any
requirements imposed by the Commission with respect to any proposed or adopted
temporary or final regulation or other written official announcement or
interpretation relating to the securities laws which, would apply retroactively
to the Depositor, any Underwriter or the Trust Fund, (vi) subject to Section
5.02(d)(iv), to modify, add to or eliminate any of the provisions of Section
5.02(d)(i), (ii) or (iii), or (vii) to avoid an Adverse Rating Event with
respect to any Class of Rated Certificates; provided that no such amendment may
significantly change the activities of the Trust; and provided, further, that
any such amendment for the specific purposes described in clause (iii), (iv) or
(vii) above shall not adversely affect in any material respect the interests of
any Certificateholder, any B Loan Holder or any third-party beneficiary to this
Agreement or any provision hereof, as evidenced by the Certificate
Administrator's receipt of an Opinion of Counsel to that effect (or,
alternatively, in the case of a Class of Rated Certificates, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates); and provided, further, that with respect to any such
amendment for the specific purposes described in clause (iii) above, the
Certificate Administrator shall receive written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Rated Certificates.

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the Classes that are materially affected by the amendment, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received or
advanced on Mortgage Loans and/or REO Properties which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, or which are required to be distributed to any B Loan Holder,
without the consent of such B Loan Holder, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates or the
interests of any B Loan Holder in a manner other than as described in clause (i)
above, without the consent of the Holders of all Certificates of such Class or
the consent of any such B Loan Holder, as applicable, (iii) modify the
provisions of this Section 11.01 or the definition of "Servicing Standard",
without the consent of the Holders of all Certificates then outstanding and the
consent of the B Loan Holders, (iv) significantly change the activities of the
Trust, without the consent of the Holders of Certificates entitled to not less
than 66 2/3% of all the Voting Rights (not taking into account Certificates held
by the Depositor or any of its Affiliates or agents), or (v) adversely affect in
any material respect the interests of any third-party beneficiary to this
Agreement or any provision herein, without the consent of such third-party
beneficiary. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if registered in the name of any other
Person.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall not consent to any amendment to this Agreement unless each of
them shall first have obtained or been furnished with an Opinion of Counsel to
the effect that neither such amendment nor the exercise of any power granted to
any party hereto in accordance with such amendment will result in an Adverse
REMIC Event with respect to either REMIC Pool or an Adverse Grantor Trust Event
with respect to Grantor Trust V.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Certificate Administrator shall send a copy thereof to
each Certificateholder and each B Loan Holder and to each Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Certificate Administrator may
prescribe.

            (f) The Trustee and the Certificate Administrator may but shall not
be obligated to enter into any amendment pursuant to this Section 11.01 that
affects the Trustee's or the Certificate Administrator's rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

            (h) [Reserved]

            (i) Notwithstanding the foregoing, absent a material adverse effect
on any Certificateholder, this Agreement may be amended by the parties hereto
without the consent of any of the Certificateholders to the extent necessary for
any Mortgage Loan Seller and their Affiliates to obtain accounting "sale"
treatment for the Mortgage Loans under FAS 140.

            Section 11.02 Recordation of Agreement; Counterparts

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Depositor on direction by
the Trustee, but only upon direction accompanied by an Opinion of Counsel (the
cost of which shall be paid by the Depositor or, to the extent that it benefits
any B Loan Holder, by such B Loan Holder) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders
and/or the B Loan Holders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, 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 11.03 Limitation on Rights of Certificateholders and B Loan
Holders

            (a) The death or incapacity of any Certificateholder or any B Loan
Holder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's or B Loan Holder'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, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

            (b) No Certificateholder or B Loan Holder 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, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the B Loan Holders from time to time as partners or
members of an association; nor shall any Certificateholder or any B Loan Holder
be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

            (c) No Certificateholder or B Loan Holder shall have any right by
virtue of any provision of this Agreement 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, in the case of a Certificateholder, with respect
to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable 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
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it hereunder or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which
may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 11.04 Governing Law

            This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

            Section 11.05 Notices

            Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, Credit Suisse
First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, telecopy number: (212) 743-4756 (with
a copy to Tessa Peters, telecopy number: (212) 325-8282); (ii) in the case of
the Master Servicer, KeyCorp Real Estate Capital Markets, Inc., 911 Main Street,
Suite 1500, Kansas City, Missouri 64105, telecopy number: (816) 221-8848,
Attention: Senior Vice President of Loan Servicing (with a copy to Robert C.
Bowes, KeyBank National Association, 127 Public Square, Cleveland, Ohio 44114,
telecopy: (216) 689-5681); (iii) in the case of the Special Servicer, Lennar
Partners, Inc., 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139,
Attention: Randy Wolpert, telecopy number: (305) 695-5601; (iv) in the case of
the Trustee, Wells Fargo Bank, N.A., to the Corporate Trust Office, telecopy
number (410) 715-2380; (v) in the case of the Certificate Administrator or
Paying Agent, LaSalle Bank National Association, 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services
Group, CSFB 2004-C5, telecopy number: (312) 904-2084; (vi) in the case of the
Rating Agencies, (A) Moody's Investors Service Inc., 99 Church Street, New York,
New York 10007, Attention: Commercial MBS Monitoring Department, telecopy
number: (212) 553-0300; and (B) Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: CMBS Surveillance Department, telecopy number: (212) 438-2662; (vii)
in the case of a Mortgage Loan Seller, the address for notices to such Mortgage
Loan Seller under the related Mortgage Loan Purchase Agreement; (viii) in the
case of the Column Performance Guarantor, the address for notices to the Column
Performance Guarantor under the Column Performance Guarantee; (ix) in the case
of a Junior Loan Holder, at the address set forth in the related Intercreditor
Agreement; or as to each such Person such other address and/or telecopy number
as may hereafter be furnished by such Person to the parties hereto in writing.
Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage
prepaid, to the address of such Holder as shown in the Certificate Register.

            Section 11.06 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 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 11.07 Grant of a Security Interest

            The Depositor and the Trustee intend that the conveyance of the
Depositor's right, title and interest in and to the Trust Mortgage Loans
pursuant to this Agreement shall constitute a sale and not a pledge of security
for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor and the Trustee intend that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor's entire right, title and
interest in and to the assets comprising the Trust Fund, including without
limitation, the Trust Mortgage Loans, all principal and interest received or
receivable with respect to the Trust Mortgage Loans (other than principal and
interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Collection Account, any Mortgage Loan Combination Custodial Account
(insofar as such amounts relate to the related Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto), the Distribution
Account and, if established, the REO Account, and all reinvestment earnings on
such amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such Trust
Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 11.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            Section 11.08 Successors and Assigns; Beneficiaries

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders, the B
Loan Holders and the other Persons referred to in Section 6.03. No other person,
including, without limitation, any Borrower, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

            Section 11.09 Article and Section Headings

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.10 Notices to Rating Agencies

            (a) The Certificate Administrator shall use reasonable efforts
promptly to provide notice to 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 resignation or termination of the Master Servicer or the
      Special Servicer;

            (iv) any change in the location of the Distribution Account, the
      Excess Interest Distribution Account, the Excess Liquidation Proceeds
      Account or the Interest Reserve Account;

            (v) the repurchase of Trust Mortgage Loans by or on behalf of any
      Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan
      Purchase Agreement or the Column Performance Guarantee; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

            (i) the resignation or removal of the Trustee or the Certificate
      Administrator; and

            (ii) any change in the location of the Collection Account or any
      Mortgage Loan Combination Custodial Account.

            (c) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Trust Mortgage Loans delivered
      by each of the Master Servicer and Special Servicer pursuant to Section
      3.12 (to the extent requested by such Rating Agency);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) each waiver and consent provided pursuant to Section 3.08 for
      Trust Mortgage Loans that, in each case, represent 2% or more of the
      aggregate principal balance of the Mortgage Pool;

            (v) any officers' certificates delivered by the Master Servicer and
      the Special Servicer to the Trustee or the Certificate Administrator (to
      the extent requested by such Rating Agency);

            (vi) all site inspections (to the extent requested by such Rating
      Agency);

            (vii) all operating statements (to the extent requested by such
      Rating Agency);

            (viii) all rent rolls and sales reports to the extent provided by
      the Borrowers and requested by such Rating Agency;

            (ix) any proposed no downgrade request;

            (x) any extension or modification of the Maturity Date of any Trust
      Mortgage Loan;

            (xi) any modification, waiver or amendment of any material term of
      any Trust Mortgage Loan with a Stated Principal Balance in excess of
      $5,000,000; and

            (xii) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Certificate Administrator shall promptly after each
Distribution Date make available to each Rating Agency a copy of the related
Certificate Administrator Report.
<PAGE>

            IN WITNESS WHEREOF, the parties to this Pooling and Servicing
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.

                                     CREDIT SUISSE FIRST BOSTON MORTGAGE
                                        SECURITIES CORP.,
                                        as Depositor


                                     By:____________________________________
                                        Name:
                                        Title:


                                     KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
                                        as Master Servicer


                                     By:____________________________________
                                        Name:
                                        Title:


                                     LENNAR PARTNERS, INC.,
                                        as Special Servicer


                                     By:____________________________________
                                        Name:
                                        Title:


                                     WELLS FARGO BANK, N.A.,
                                        as Trustee


                                     By:____________________________________
                                        Name:
                                        Title:


                                     LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Administrator and
                                        Paying Agent


                                     By:____________________________________
                                        Name:
                                        Title:
<PAGE>

STATE OF NEW YORK    )
                     )  ss.:
COUNTY OF NEW YORK   )

            On the ___ day of December 2004 before me, a notary public in and
for said State, personally appeared _____________________________, known to me
to be a ______________ of Credit Suisse First Boston Mortgage Securities Corp.,
one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of said entity, and acknowledged to me
that such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          --------------------------------------
                                                      Notary Public
<PAGE>

STATE OF MISSOURI    )
                     )  ss.:
COUNTY OF JACKSON    )

            On the ___ day of December 2004 before me, a notary public in and
for said State, personally appeared ________________________, known to me to be
a ________________________ of KeyCorp Real Estate Capital Markets, Inc., one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          --------------------------------------
                                                      Notary Public
<PAGE>

STATE OF FLORIDA       )
                       )  ss.:
COUNTY OF MIAMI-DADE   )

            On the ___ day of December 2004 before me, a notary public in and
for said State, personally appeared ____________________________, known to me to
be a ____________________________ of Lennar Partners, Inc., one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          --------------------------------------
                                                      Notary Public
<PAGE>

STATE OF NEW YORK    )
                     )  ss.:
COUNTY OF NEW YORK   )

            On the ___ day of December 2004 before me, a notary public in and
for said State, personally appeared ____________________________, known to me to
be a ____________________________ of Wells Fargo Bank, N.A., one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          --------------------------------------
                                                      Notary Public
<PAGE>

STATE OF ILLINOIS   )
                    )  ss.:
COUNTY OF           )

            On the ___ day of December 2004 before me, a notary public in and
for said State, personally appeared ____________________________, known to me to
be a ____________________________ of LaSalle Bank National Association, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          --------------------------------------
                                                      Notary Public
<PAGE>
                                   EXHIBIT A-1

                     FORM OF CLASS [A-X] [A-SP] CERTIFICATES

        CLASS [A-X] [A-SP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate: Variable                Class Notional Amount of the Class [A-X]
                                           [A-SP] Certificates as of the Closing
                                           Date:
                                           $________________

Closing Date: December 28, 2004            Initial Certificate Notional Amount of
                                           this Certificate as of the Closing Date:
First Distribution Date: January 18, 2005  $________________

Master Servicer:                           Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.  the Mortgage Loans as of the Closing
                                           Date ("Initial Pool Balance"):
Special Servicer:                          $1,866,945,055
Lennar Partners, Inc.

                                           Trustee:
                                           Wells Fargo Bank, N.A.

                                           Certificate Administrator:
                                           LaSalle Bank National Association

Certificate No. [A-X] [A-SP]-__            CUSIP No.: _____________
                                           Common Code: _____________
                                           ISIN No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR OR ANY AGENT THEREOF 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 REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT 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
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., LASALLE
BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., LENNAR
PARTNERS, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, THIS CERTIFICATE 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.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class [A-X] [A-SP]
Certificates (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [A-X] [A-SP] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of December
1, 2004 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor", which term includes any successor entity
under the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
certificate administrator (the "Certificate Administrator", which term includes
any successor entity under the Agreement) and paying agent, and Wells Fargo
Bank, N.A., as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-X] [A-SP] Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on this Certificate
will be made by the Certificate Administrator by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no later
than the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust or
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (x) a certificate from the Certificate Owner
desiring to effect such transfer substantially in the form attached as Exhibit
F-1D to the Agreement and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2D to the
Agreement and (y) such written orders and instructions as are required under the
applicable procedures of DTC, Clearstream and/or Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in this Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in such Class to be transferred. Upon delivery to the Certificate
Registrar of such certifications and such orders and instructions, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of DTC, shall reduce the denomination of this Rule 144A Global
Certificate, and increase the denomination of the related Regulation S Global
Certificate, by the denomination of the beneficial interest in the subject Class
specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Certificate Administrator of (i) a certificate from the Certificate
Owner desiring to effect such transfer substantially in the form attached as
Exhibit F-1C to the Agreement and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement and (ii) such written orders and instructions as are required under
the applicable procedures of the Depository, Clearstream and/or Euroclear to
direct the Certificate Administrator to debit the account of a Depository
Participant by a denomination of interests in this Regulation S Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in the related Rule 144A Global Certificate, that is
equal to the denomination of beneficial interests to be transferred. Upon
delivery to the Certificate Administrator of such certifications and such orders
and instructions, the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of this Regulation S Global Certificate, and increase the denomination of the
related Rule 144A Global Certificate, by the denomination of the beneficial
interest in the subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Certificate Administrator of (i) such certifications and/or opinions as are
contemplated above with respect to transfers of this Certificate in definitive
form and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and/or Euroclear to direct
the Certificate Administrator to debit the account of a Depository Participant
by a denomination of interests in such Global Certificate. Upon delivery to the
Certificate Registrar of the certifications and/or opinions contemplated above
with respect to transfers of this Certificate in definitive form, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject
Global Certificate, and cause a Definitive Certificate of the same Class as such
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with this Agreement to the applicable Transferee.

            The Global Certificates shall be deposited with the Certificate
Administrator as custodian for DTC and registered in the name of Cede & Co. as
nominee of DTC.

            None of the Depositor, the Trustee, the Certificate Administrator or
the Certificate Registrar is obligated to register or qualify the Class [A-X]
[A-SP] Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify Credit Suisse First Boston LLC, the Depositor, the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator, and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws or
the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Certificate Administrator, the
Depositor, any Mortgage Loan Seller, any Exemption-Favored Party, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
of all the Mortgage Loans determined as of the Closing Date, or by an Affiliate
of any such Person, and (Z) agrees that it will obtain from each of its
Transferees a written representation that such Transferee, if a Plan, satisfies
the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Certificate
Administrator, (or, if applicable, the Certificate Owner effecting the transfer)
that such transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described above in this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar 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 Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Certificate Administrator and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund and (ii) the
purchase by the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of either REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Certificate to be duly executed.

                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Administrator

                                    By:_________________________________________
                                            Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-X] [A-SP] Certificates referred to in
the within-mentioned Agreement.

Dated:


                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Registrar

                                    By:_________________________________________
                                             Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor

                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-2

              FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB,
                   CLASS A-4, CLASS A-1-A, CLASS A-J, CLASS B,
                        CLASS C, AND CLASS D CERTIFICATES

     CLASS [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-J], [B], [C], [D]
                        COMMERCIAL MORTGAGE PASS-THROUGH
                           CERTIFICATE, SERIES 2004-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate: [____% per annum]       Class Principal Balance of the Class
[variable]                                 [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1-A]
                                           [A-J] [B] [C] [D] Certificates as of
                                           the Closing Date:
                                           $_________________

Closing Date: December 28, 2004            Initial Certificate Principal Balance of
                                           this Certificate as of the Closing Date:
First Distribution Date: January 18,  2005 $_________________

Master Servicer:                           Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.  the Mortgage Loans as of the Closing
                                           Date ("Initial Pool Balance"):
Special Servicer:                          $1,866,945,055
Lennar Partners, Inc.

                                           Trustee:
                                           Wells Fargo Bank, N.A.

                                           Certificate Administrator:
                                           LaSalle Bank National Association

Certificate No. [A-1] [A-2] [A-3] [A-AB]   CUSIP No.: _____________
[A-4] [A-1-A] [A-J] [B] [C] [D]            Common Code: _____________
                                           ISIN No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR OR ANY AGENT THEREOF 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT 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
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., LASALLE
BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., LENNAR
PARTNERS, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS B, CLASS C AND CLASS D CERTIFICATES: THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [A-1] [A-2]
[A-3] [A-AB] [A-4] [A-1-A] [A-J] [B] [C] [D] Certificates (their "Class
Principal Balance") as of the Closing Date) in that certain beneficial ownership
interest in the Trust Fund evidenced by all the Class [A-1] [A-2] [A-3] [A-AB]
[A-4] [A-1-A] [A-J] [B] [C] [D] Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of December 1, 2004 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer", which term
includes any successor entity under the Agreement), Lennar Partners, Inc., as
special servicer (in such capacity, the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
certificate administrator (the "Certificate Administrator", which term includes
any successor entity under the Agreement) and paying agent, and Wells Fargo
Bank, N.A., as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1-A] [A-J] [B] [C] [D] Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on this Certificate will be made by the Certificate
Administrator by wire transfer of immediately available funds to the account of
the Person entitled thereto at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the
Certificate Administrator with wiring instructions no later than the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of a Realized Loss in respect of this Certificate) will be made in like manner,
but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, or the Certificate Registrar 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 Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Certificate Administrator and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the
purchase by the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of either REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Certificate to be duly executed.

                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Administrator

                                    By: ____________________________________
                                            Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1-A]
[A-J] [B] [C] [D] Certificates referred to in the within-mentioned Agreement.

Dated:


                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Registrar

                                    By: ____________________________________
                                            Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor

                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-3

  FORM OF CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
                  M, CLASS N, CLASS O AND CLASS P CERTIFICATES

      CLASS [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2004-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<CAPTION>
<S>                                          <C>
Pass-Throughc Rate:  Variable                Class Principal
                                             Balance of the [E] [F] [G] [H] [J]
                                             [K] [L] [M] [N] [O] [P]
                                             Certificates as of the Closing
                                             Date:
                                             $_________________

Closing Date: December 28, 2004              Initial Certificate Principal Balance of
                                             this Certificate as of the Closing Date:
First Distribution Date: January 18, 2005    $_________________

Master Servicer:                             Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.    the Mortgage Loans as of the Closing
                                             Date: ("Initial Pool Balance"):
Special Servicer:                            $1,866,945,055
Lennar Partners, Inc.

                                             Trustee:
                                             Wells Fargo Bank, N.A.

                                             Certificate Administrator:
                                             LaSalle Bank National Association

Certificate No. [E] [F] [G] [H] [J] [K]      CUSIP No.: _____________
[L] [M] [N] [O] [P]-___                      Common Code: _____________
                                             ISIN No.: _____________
</TABLE>

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR OR ANY AGENT THEREOF 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 REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT 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
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., LASALLE
BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., LENNAR
PARTNERS, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, THIS CERTIFICATE 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.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [E] [F] [G]
[H] [J] [K] [L] [M] [N] [O] [P] Certificates (their "Class Principal Balance")
as of the Closing Date) in that certain beneficial ownership interest in the
Trust Fund evidenced by all the Class [E] [F] [G] [H] [J] [K] [L] [M] [N] [O]
[P] Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2004 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc., as special servicer (in such
capacity, the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as certificate administrator
(the "Certificate Administrator", which term includes any successor entity under
the Agreement) and paying agent, and Wells Fargo Bank, N.A., as trustee (the
"Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of a Realized Loss in respect of this Certificate) will be made in like manner,
but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust or
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery other than in the form of an interest in
this Rule 144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (x) a certificate from the Certificate Owner
desiring to effect such transfer substantially in the form attached as Exhibit
F-1D to the Agreement and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2D to the
Agreement and (y) such written orders and instructions as are required under the
applicable procedures of DTC, Clearstream and/or Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in this Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in such Class to be transferred. Upon delivery to the Certificate
Registrar of such certifications and such orders and instructions, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of DTC, shall reduce the denomination of this Rule 144A Global
Certificate, and increase the denomination of the related Regulation S Global
Certificate, by the denomination of the beneficial interest in the subject Class
specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Certificate Administrator of (i) a certificate from the Certificate
Owner desiring to effect such transfer substantially in the form attached as
Exhibit F-1C to the Agreement and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement and (ii) such written orders and instructions as are required under
the applicable procedures of the Depository, Clearstream and/or Euroclear to
direct the Certificate Administrator to debit the account of a Depository
Participant by a denomination of interests in this Regulation S Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in the related Rule 144A Global Certificate, that is
equal to the denomination of beneficial interests to be transferred. Upon
delivery to the Certificate Administrator of such certifications and such orders
and instructions, the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of this Regulation S Global Certificate, and increase the denomination of the
related Rule 144A Global Certificate, by the denomination of the beneficial
interest in the subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Certificate Administrator of (i) such certifications and/or opinions as are
contemplated above with respect to transfers of this Certificate in definitive
form and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and/or Euroclear to direct
the Certificate Administrator to debit the account of a Depository Participant
by a denomination of interests in such Global Certificate. Upon delivery to the
Certificate Registrar of the certifications and/or opinions contemplated above
with respect to transfers of this Certificate in definitive form, the
Certificate Administrator, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject
Global Certificate, and cause a Definitive Certificate of the same Class as such
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with this Agreement to the applicable Transferee.

            The Global Certificates shall be deposited with the Certificate
Administrator as custodian for DTC and registered in the name of Cede & Co. as
nominee of DTC.

            None of the Depositor, the Trustee, the Certificate Administrator or
the Certificate Registrar is obligated to register or qualify the Class [E] [F]
[G] [H] [J] [K] [L] [M] [N] [O] [P] Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, Credit Suisse First
Boston LLC, the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, and the Certificate Registrar against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws or the provisions described in the preceding
paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Certificate Administrator, the
Depositor, any Mortgage Loan Seller, any Exemption-Favored Party, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
of all the Mortgage Loans determined as of the Closing Date, or by an Affiliate
of any such Person, and (Z) agrees that it will obtain from each of its
Transferees a written representation that such Transferee, if a Plan, satisfies
the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Certificate
Administrator (or, if applicable, the Certificate Owner effecting the transfer)
that such transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar 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 Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Certificate Administrator and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the
purchase by the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of either REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Certificate to be duly executed.

                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Administrator

                                    By:_________________________________________
                                            Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P]
Certificates referred to in the within-mentioned Agreement.

Dated:


                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Registrar

                                    By:_________________________________________
                                            Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor

                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-4

                          FORM OF CLASS V CERTIFICATES

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<CAPTION>
<S>                                        <C>
Closing Date: December 28, 2004            Percentage Interest evidenced by this
                                           Class V Certificate: ______%
First Distribution Date: January 18, 2005

Master Servicer:                           Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.  the Mortgage Loans as of the Closing
                                           Date ("Initial Pool Balance"):
                                           $1,866,945,055

Special Servicer:                          Trustee:
Lennar Partners, Inc.                      Wells Fargo Bank, N.A.

                                           Certificate Administrator:
                                           LaSalle Bank National Association

Certificate No. V-___                      CUSIP No.: ______________________
</TABLE>

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT 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
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., LASALLE
BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., LENNAR
PARTNERS, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS, SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

            This certifies that __________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2004 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor", which term includes any successor entity
under the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
certificate administrator (the "Certificate Administrator", which term includes
any successor entity under the Agreement) and paying agent, and Wells Fargo
Bank, N.A., as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class V Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Certificate Administrator by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no later
than the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust or
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. Any Certificateholder desiring to effect a
transfer, sale, pledge or other disposition of this Certificate or any interest
herein shall, and does hereby agree to, indemnify the Depositor, Credit Suisse
First Boston LLC, the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, and the Certificate Registrar against any liability
that may result if such transfer, sale, pledge or other disposition is not
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws or is not made in accordance with
such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Administrator that such transfer will not result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar 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 Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Certificate Administrator and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the
purchase by the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class to purchase from the Trust Fund all
the Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of either REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Certificate to be duly executed.

                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Administrator

                                    By:_________________________________________
                                          Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:


                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Registrar

                                    By:_________________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor

                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-5

                    FORM OF [CLASS R] [CLASS LR] CERTIFICATES

       [CLASS R] [CLASS LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<CAPTION>
<S>                                        <C>
Closing Date: December 28, 2004            Percentage Interest evidenced by this
                                           [Class R] [Class LR] Certificate: ___%
First Distribution Date: January 18, 2005

Master Servicer:                           Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.  the Mortgage Loans as of the Closing
                                           Date ("Initial Pool Balance"):
                                           $1,866,945,055

Special Servicer:                          Trustee:
Lennar Partners, Inc.                      Wells Fargo Bank, N.A.

                                           Certificate Administrator:
                                           LaSalle Bank National Association

Certificate No. [R] [LR]-___               CUSIP No.: __________________
</TABLE>

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT 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
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., LASALLE
BANK NATIONAL ASSOCIATION, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., LENNAR
PARTNERS, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT
TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY
PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

            This certifies that [_______________] is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
[Class R] [Class LR] Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of December 1, 2004 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer", which term
includes any successor entity under the Agreement), Lennar Partners, Inc., as
special servicer (in such capacity, the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
certificate administrator (the "Certificate Administrator", which term includes
any successor entity under the Agreement) and paying agent, and Wells Fargo
Bank, N.A., as trustee (the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
[Class R] [Class LR] Certificates on the applicable Distribution Date pursuant
to the Agreement. All distributions made under the Agreement on this Certificate
will be made by the Certificate Administrator by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no later
than the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust or
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. Any Certificateholder desiring to effect a
transfer, sale, pledge or other disposition of this Certificate or any interest
herein shall, and does hereby agree to, indemnify the Depositor, Credit Suisse
First Boston LLC, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, and the Certificate Registrar against any
liability that may result if such transfer, sale, pledge or other disposition is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Administrator that such transfer will not result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Certificate Administrator (i) to deliver payments to
a Person other than such Person and (ii) to negotiate the terms of any mandatory
disposition, to execute all instruments of Transfer and to do all other things
necessary in connection with any such disposition. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Certificate Administrator of any change
or impending change in its status as a Permitted Transferee. In connection with
any proposed Transfer of any Ownership Interest in this Certificate, the
Certificate Registrar shall require delivery to it, and shall not register the
Transfer of this Certificate until its receipt of, an affidavit and agreement
substantially in the form attached as Exhibit H-1 to the Agreement (a "Transfer
Affidavit and Agreement") from the proposed Transferee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in this Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if a Responsible Officer of either the Certificate Registrar or
Certificate Administrator has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest in this
Certificate to such proposed Transferee shall be effected. In connection
therewith, the Certificate Registrar shall not register the transfer of an
Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Certificate Administrator
written notice that it is a "pass-through interest holder" within the meaning of
temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Administrator the following: (a) written confirmation from each
Rating Agency to the effect that the modification of, addition to or elimination
of such provisions will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates; and (b) an Opinion of Counsel, in form and
substance satisfactory to the Certificate Administrator, to the effect that such
modification of, addition to or elimination of such provisions will not cause
either REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a [Class R] [Class LR] Certificate to
a Person that is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
Transfer of a [Class R] [Class LR] Certificate to a Person that is not a
Permitted Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons and the governing documents of the
Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Tax Person.

            A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Master Servicer or the Certificate Administrator
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Trust or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

            The Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, or the Certificate Registrar 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 Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Certificate Administrator and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the
purchase by the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee with the consent of the
Holders of Certificates entitled to not less than 51% of the Voting Rights
allocated to all of the Classes materially affected by the amendment (subject to
certain third-party beneficiary consent rights). Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of either REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Administrator has caused this
Certificate to be duly executed.

                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Administrator

                                    By:_________________________________________
                                            Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the [Class R] [Class LR] Certificates referred to in
the within-mentioned Agreement.

Dated:


                                    LASALLE BANK NATIONAL ASSOCIATION
                                    as Certificate Registrar

                                    By:_________________________________________
                                            Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor

                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-1

                     SCHEDULE OF COLUMN TRUST MORTGAGE LOANS

<TABLE>
<CAPTION>

                Loan Group
 #    Crossed       #                        Property Name
---   -------   ----------   ----------------------------------------------
<S>   <C>       <C>          <C>
  1                      1   Time Warner Retail
  2                      1   275 Madison Avenue
  3                      1   AT&T Consumer Services Headquarters
  5      A               1   BECO Park at Forbes Center - BRIT I
  6      A               1   BECO Park at Forbes Center - BRIT III
  7      A               1   BECO Park at Forbes Center - BRIT II
  9                      1   Pershing Park Plaza
 11                      1   1300 Parkwood Office Building
 13      B               1   Valwood Building 37
 14      B               1   Valwood Industrial Portfolio
14a                      1   Valwood Building 45
14b                      1   Valwood Building 33
14c                      1   Valwood Building 30
 17                      1   5000 Shoreline Court
 18                      1   71-77 Summer Street and 184 High Street
18a                      1   71-77 Summer Street
18b                      1   184 High Street
 21                      1   Greendale Centre Shopping Center
 24                      2   Estates at Charlotte - 1420 Magnolia
 25                      2   Kingwood Lakes Apartments
 27                      1   Vallejo Plaza
 28                      1   Buckhead Pavilion
 30                      1   Promenade Shopping Center
 32                      2   Medical Center Apartments
 33                      1   Commercial Street Business Center
 36                      2   Parkside Apartments
 37                      2   Midtown Terrace Apartments
 38                      1   Brettwood Village
 39                      2   Cross Creek Apartments
 40                      1   Bowles Avenue Marketplace
 44                      2   Commons on Edgebrook Apartments
 48                      2   Celeron Square Apartments
 49                      1   Scottsdale Renaissance
 50                      1   Perimeter Center
 52                      1   The Atrium at Fairfield
 53                      2   Hyperion Apartments
 55                      1   Greenbrier Plaza
 60                      1   Riggs Plaza Shopping Center
 61                      2   Jemison Flats
 62                      2   Windsor Place Apartments
 63                      2   Ridge View Apartments
 65                      1   Comfort Suites Innsbrook
 66                      2   Countryside Village Apartments
 67                      1   Holiday Inn Princeton
 70                      2   Indian Wells Apartments
 71                      2   Peppertree Apartments
 72                      1   Metro Business Park
 73                      1   1221 Post Road East
 74                      1   Chester Holiday Inn Express
 75                      1   Magnolia Apartments
 76                      2   Mission Village
 77                      1   Dublin Sawmill Center
 79                      1   Shaw Business Center
 83                      2   Oakwood Apartments
 85                      1   Emerald Coast Centre
 88                      2   Rugby McIntyre Apartments
 91                      1   Black Mountain Center
 92                      2   Renaissance Gardens Apartments
 94                      1   Floral Park Promenade
 95                      2   Hunter's Run Apartments
 96                      2   Canyon Pointe Apartments
 97                      1   2150 Point Blvd
 99                      1   Holiday Inn Gainesville
100                      2   Mill Valley Apartments
101                      1   Kerrville Junction Shopping Center
102                      2   Autry Portfolio - Sangre De Cristo
105                      1   Annapolis Technology Park-In Line
107      C               1   127 West 96th St. Loan 1
108      C               1   127 West 96th St. Loan 2
110                      2   Venezia & Electric Avenue
112                      1   Renaissance Park I
115                      1   17001 Science Drive
116                      1   Larchmont Street Retail
120                      2   Rochelle Place
122                      1   Timberstone Center
123                      1   Lake Brandon Shopping Center
127                      2   Autry Portfolio - Valley Apartments
128                      1   Areis Building
129                      1   Yarmouth Crossing Retail Center
132                      1   16 Greenmeadow Drive
133                      1   Lakeside Center at Maryland Farms
136                      1   Renaissance Retail
139                      2   Concord Apartments
141                      1   6401-6407 Van Nuys Blvd.
146                      1   Mountain Village
148                      2   Shaker Hall Apartments
152                      2   J Bar J Trailer Ranch
153                      1   611 8th Avenue
154                      1   Village Shoppes of Lighthouse Point
156                      2   Autry Portfolio - Mountain View III Apartments
159                      1   Spring Plaza Retail Center
160                      1   Lakefront Professional Building
161                      1   170-180 West Westfield Avenue
162                      2   Greenfield Village Apartments
163                      1   Lake Deer MHP
165                      1   Silver Mill House
167                      2   John's Creek Apartments
168                      1   Riverview MHP
169                      2   Parklee Apartments
170                      2   Autry Portfolio - Mountain View II Apartments
171                      1   Berry Hill Shopping Center
172                      2   Williamsville Village Apartments
173                      1   Market Square Retail Center
174                      1   Ronny's MHP & RV Park
175                      1   Kingstowne Shops
176                      1   Sundown Plaza
177                      1   Townwood Mobile Home Park
178                      1   Saddleview Office Park
180                      1   7250 West Cermak
181                      1   Dumar Plaza
182                      2   Noblesse Oblige Mobile Home Park
183                      2   Colonial Court Apartments
186                      1   310 & 320 Ed Wright Lane
187                      2   Shangri-La MHP
189                      2   Memorial Springs Apartments
190                      1   Reseda Retail Property
191                      2   Willow Glen Mobile Home Park
192                      1   Vancouver Mobile Retreat
193                      2   McKinley Woods Apartments
194                      1   Annapolis Technology Park-BB&T
195                      2   Bamboo MHP
196                      1   2nd Street Plaza
197                      2   Kenny Road Apartments
199                      2   Green River MHP
200                      1   33 Claroma Street
201                      2   Autry Portfolio - Dona Ana I Apts
203                      2   Homestead Apartments
205                      1   Shadow Pines MHC
206                      1   McDonald Avenue
207                      2   Autry Portfolio - Santa Fe Apartments
208                      1   101 Jupiter Drive East
209                      2   Holiday Meadows Apartments
210                      2   South Point Oaks Apartments
211                      2   Autry Portfolio - Dona Ana II Apartments
212                      1   Dollar Tree Plaza
213                      2   Meridian Apartments
214                      1   Dyer Blvd Warehouse
217                      1   14-16 E. 17th St.
218                      1   Village Tower Office Building
219                      1   Western Sands
221                      2   Minerva MHP
222                      2   1803 19th St
223                      1   421 West 57th Street
224                      1   Tri-County Self Storage
225                      1   Berry Street Shopping Center
226                      1   3810 Greystone Avenue
227                      1   31-33 Mercer Street
228                      2   482 E. 9th Street Brooklyn

<CAPTION>


 #                                               Address                                              City                   State
---   ---------------------------------------------------------------------------------------------   --------------------   -----
<S>   <C>                                                                                             <C>                    <C>
  1   10 Columbus Circle                                                                              New York                NY
  2   275 Madison Avenue                                                                              New York                NY
  3   340 Mount Kemble Avenue                                                                         Morris Township         NJ
  5   4301-4473 Forbes Boulevard, 4601 Presidents Drive, 4611 Assembly Drive and 10101 Senate Drive   Lanham                  MD
  6   4501 Forbes Boulevard & 4359-4451 Nicole Drive                                                  Lanham                  MD
  7   4451 Parliament Place                                                                           Lanham                  MD
  9   1420 Peachtree Street                                                                           Atlanta                 GA
 11   1300 Parkwood Circle                                                                            Atlanta                 GA
 13   1650 West Crosby Road                                                                           Carrollton              TX
 14
14a   1645 Wallace Road                                                                               Carrollton              TX
14b   1400 Valwood Parkway                                                                            Carrollton              TX
14c   1617 West Crosby Road                                                                           Carrollton              TX
 17   5000 Shorline Court                                                                             South San Fransisco     CA
 18
18a   71-77 Summer Street                                                                             Boston                  MA
18b   184 High Street                                                                                 Boston                  MA
 21   723-789 US Highway 31 North                                                                     Greenwood               IN
 24   1420 Estate Avenue                                                                              Charlotte               NC
 25   3700 Kingwood Drive                                                                             Kingwood                TX
 27   475 Redwood Street                                                                              Vallejo                 CA
 28   3221 Peachtree Road                                                                             Atlanta                 GA
 30   3501 McHenry Avenue                                                                             Modesto                 CA
 32   5055 Von Scheele Drive                                                                          San Antonio             TX
 33   1010 - 1070 Commercial Street                                                                   San Jose                CA
 36   12100 Highway 6 South                                                                           Sugar Land              TX
 37   1326 Waldorf Boulevard                                                                          Madison                 WI
 38   3112 North Water Street                                                                         Decatur                 IL
 39   7401 Alma Drive                                                                                 Plano                   TX
 40   8936, 8966, 8996 and 9046 West Bowles Avenue                                                    Littleton               CO
 44   3927 Arlington Square Drive                                                                     Houston                 TX
 48   180 Hunting Lodge Road                                                                          Storrs                  CT
 49   4545 & 4513 North Scottsdale Road                                                               Scottsdale              AZ
 50   8541, 8551, 8561 Anderson Drive                                                                 Scottsdale              AZ
 52   30 Two Bridges Road                                                                             Fairfield               NJ
 53   8525 Floyd Curl Drive                                                                           San Antonio             TX
 55   12902 & 12912 Brookhurst Street                                                                 Garden Grove            CA
 60   2065-2101 University Boulevard                                                                  Langley Park            MD
 61   1827 1st Avenue North                                                                           Birmingham              AL
 62   5779 South Winds Drive                                                                          Mentor-On-The-Lake      OH
 63   13225 North Fountain Hills Boulevard                                                            Fountain Hills          AZ
 65   4051 Innslake Drive                                                                             Glen Allen              VA
 66   15300 East Evans Avenue                                                                         Aurora                  CO
 67   100 Independence Way                                                                            Princeton               NJ
 70   975 South Royal Palm Road                                                                       Apache Junction         AZ
 71   2701 Longmire Drive                                                                             College Station         TX
 72   1300-1700 West 2200 South                                                                       West Valley             UT
 73   1221 Post Road East                                                                             Westport                CT
 74   1911 West Hundred Road                                                                          Chester                 VA
 75   8537 Magnolia Avenue                                                                            Riverside               CA
 76   400 John Wesley Boulevard                                                                       Bossier City            LA
 77   6301-6393 Sawmill Road                                                                          Dublin                  OH
 79   212-214 Shaw Road                                                                               South San Francisco     CA
 83   6351 Vega Drive                                                                                 Fort Worth              TX
 85   14063 Emerald Coast Parkway                                                                     Destin                  FL
 88   611 Rugby Road                                                                                  Charlottesville         VA
 91   9474 Black Mountain Road                                                                        San Diego               CA
 92   2201 Ridgmar Boulevard                                                                          Fort Worth              TX
 94   2705-2729 North Bristol Street                                                                  Santa Ana               CA
 95   5801 Blacksmith Drive                                                                           Raleigh                 NC
 96   3621 North Black Canyon Freeway                                                                 Phoenix                 AZ
 97   2150 Point Boulevard                                                                            Elgin                   IL
 99   1250 West University Avenue                                                                     Gainesville             FL
100   201 West Tarrant Road                                                                           Grand Prairie           TX
101   1304 Junction Highway                                                                           Kerrville               TX
102   1801 Espinacitas Street                                                                         Santa Fe                NM
105   2601-2641 Riva Road                                                                             Annapolis               MD
107   127-131 West 96th Street                                                                        New York                NY
108   127-131 West 96th Street                                                                        New York                NY
110   1004 Electric Avenue, 607 & 613 Venezia Avenue                                                  Venice                  CA
112   1111 Military Cutoff Road                                                                       Wilmington              NC
115   17001 Science Drive                                                                             Bowie                   MD
116   206-226 North Larchmont Boulevard                                                               Los Angeles             CA
120   240 West Rochelle Road                                                                          Irving                  TX
122   7561 Sylvania Avenue                                                                            Sylvania                OH
123   2022 Badlands Drive                                                                             Brandon                 FL
127   1812 Indian School Road Northwest                                                               Albuquerque             NM
128   2358 Eastlake Avenue East                                                                       Seattle                 WA
129   2935 South Fish Hatchery Road                                                                   Fitchburg               WI
132   16 Greenmeadow Drive                                                                            Timonium                MD
133   214 Ward Circle                                                                                 Brentwood               TN
136   645 Front Street                                                                                San Diego               CA
139   5807-5825 14th Street Northwest                                                                 Washington              DC
141   6401-6407 Van Nuys Boulevard                                                                    Van Nuys                CA
146   1515 North Mountain Avenue                                                                      Ontario                 CA
148   12700 Shaker Boulevard                                                                          Cleveland               OH
152   2980 Northwest 79th Street                                                                      Miami                   FL
153   611 8th Avenue                                                                                  New York                NY
154   3907-3971 North Federal Highway                                                                 Lighthouse Point        FL
156   1333 Columbia Avenue Southeast                                                                  Albuquerque             NM
159   5900 East Spring Street                                                                         Long Beach              CA
160   6305-07 Elysian Fields Avenue                                                                   New Orleans             LA
161   170-180 West Westfield Avenue                                                                   Roselle Park            NJ
162   4923 Albion Street                                                                              Boise                   ID
163   3301 Avenue G Northwest                                                                         Winter Haven            FL
165   1355 Lowell Avenue                                                                              Park City               UT
167   25 1/2 Bainbridge Avenue                                                                        Hampton                 VA
168   5410 US Highway 1                                                                               Melbourne               FL
169   1630 Park Road, Northwest                                                                       Washington              DC
170   1515 Columbia Avenue Southeast                                                                  Albuquerque             NM
171   1890 Berryhill Road                                                                             Cordova                 TN
172   211-257 South Union Road                                                                        Amherst                 NY
173   566 FM 1960 West                                                                                Houston                 TX
174   5545 South Kanner Highway                                                                       Stuart                  FL
175   11745 Jefferson Avenue                                                                          Newport News            VA
176   10636 North 71st Way                                                                            Scottsdale              AZ
177   1662 Crenshaw Court                                                                             Charlottesville         VA
178   2200 Park Avenue                                                                                Park City               UT
180   7250 West Cermak Road                                                                           North Riverside         IL
181   2885-2925 South Federal Highway                                                                 Delray Beach            FL
182   3426 North Romero Road                                                                          Tuscon                  AZ
183   1401 Maryland Avenue                                                                            Wilmington              DE
186   310 and 320 Ed Wright Lane                                                                      Newport News            VA
187   3526 North Cascade Avenue                                                                       Colorado Springs        CO
189   6815 Shavelson Street                                                                           Houston                 TX
190   5577-5585 Reseda Boulevard                                                                      Tarzana                 CA
191   977 Willow Glen Drive                                                                           Fenton                  MO
192   14117 Northeast 10th Avenue                                                                     Vancouver               WA
193   399 Pin Oak Circle                                                                              Mishawaka               IN
194   2623 Riva Road                                                                                  Annapolis               MD
195   2430 Charles Road                                                                               Pembroke Park           FL
196   5237-5247 East 2nd Street and 201-203 Covina Avenue                                             Long Beach              CA
197   1809-1857 Kenny Road                                                                            Columbus                OH
199   5605 Branding Iron Drive                                                                        Dickinson               TX
200   33 Claroma Street                                                                               St. Joseph Townhship    MN
201   1900 North Solano Drive                                                                         Las Cruces              NM
203   811 East Armour Boulevard                                                                       Kansas City             MO
205   8808 224th Street                                                                               Graham                  WA
206   1674-1686 McDonald Avenue                                                                       Brooklyn                NY
207   255 Camino Alire                                                                                Santa Fe                NM
208   101 Jupiter Drive                                                                               East Grand Forks        MN
209   121 Holiday Lane                                                                                Hamburg                 NY
210   4235 Northwest Loop 410                                                                         San Antonio             TX
211   1900 North Solano Drive                                                                         Las Cruces              NM
212   6919 Calhoun Memorial Highway                                                                   Easley                  SC
213   1165 & 1185 Meridian Street                                                                     Hollister               CA
214   4910 Dyer Boulevard                                                                             West Palm Beach         FL
217   14-16 East 17th Street                                                                          New York                NY
218   2503-2509 Robinhood Street                                                                      Houston                 TX
219   72 North Turnpike Road                                                                          Wallingford             CT
221   2800 US Highway 17/92                                                                           Haines City             FL
222   1803 19th Street Northwest                                                                      Washington              DC
223   421 West 57th Street                                                                            New York                NY
224   2228 Friendswood Road                                                                           Alvin                   TX
225   2809-2821 West Berry Street                                                                     Fort Worth              TX
226   3810 Greystone Avenue                                                                           Bronx                   NY
227   31-33 Mercer Street                                                                             New York                NY
228   478-482 East 9th Street                                                                         Brooklyn                NY

<CAPTION>
                                                                     Sq. Ft./                                 Percentage of
       Zip                          Mortgage                          Rooms/      Original       Cut-off         Initial
 #    Code                      Property Seller                        Pads       Balance      Balance (1)    Pool Balance
---   -----   ----------------------------------------------------   --------   ------------   ------------   -------------
<S>   <C>     <C>                                                    <C>        <C>            <C>            <C>
  1   10019   Column Financial, Inc. and Lehman Brothers Bank, FSB    343,161   $320,000,000   $320,000,000            17.1%
  2   10016   Column Financial, Inc.                                  305,849    $71,000,000    $71,000,000             3.8%
  3   07960   Column Financial, Inc.                                  387,000    $58,000,000    $58,000,000             3.1%
  5   20706   Column Financial, Inc.                                  350,180    $31,040,000    $30,947,673             1.7%
  6   20706   Column Financial, Inc.                                  195,819    $17,280,000    $17,228,601             0.9%
  7   20706   Column Financial, Inc.                                   56,607     $3,680,000     $3,669,054             0.2%
  9   30309   Column Financial, Inc.                                  159,103    $29,500,000    $29,500,000             1.6%
 11   30339   Column Financial, Inc.                                  210,733    $27,500,000    $27,500,000             1.5%
 13   75006   Column Financial, Inc.                                   98,965     $7,040,000     $7,040,000             0.4%
 14           Column Financial, Inc.                                             $17,560,000    $17,560,000             0.9%
14a   75006                                                           100,490     $7,560,000     $7,560,000
14b   75006                                                            99,656     $6,200,000     $6,200,000
14c   75006                                                            54,000     $3,800,000     $3,800,000
 17   94080   Column Financial, Inc.                                  138,399    $19,150,000    $19,150,000             1.0%
 18           Column Financial, Inc.                                             $19,000,000    $19,000,000             1.0%
18a   02110                                                            59,710     $9,579,832     $9,579,832
18b   02110                                                            50,044     $9,420,168     $9,420,168
 21   46142   Column Financial, Inc.                                  102,935    $17,350,000    $17,350,000             0.9%
 24   28209   Column Financial, Inc.                                      204    $17,000,000    $17,000,000             0.9%
 25   77339   Column Financial, Inc.                                      390    $17,000,000    $16,980,318             0.9%
 27   94590   Column Financial, Inc.                                  239,705    $16,200,000    $16,181,830             0.9%
 28   30305   Column Financial, Inc.                                   99,989    $15,500,000    $15,449,008             0.8%
 30   95356   Column Financial, Inc.                                  118,485    $15,000,000    $15,000,000             0.8%
 32   78229   Column Financial, Inc.                                      276    $15,010,000    $14,993,070             0.8%
 33   95112   Column Financial, Inc.                                  337,585    $15,000,000    $14,929,177             0.8%
 36   77478   Column Financial, Inc.                                      240    $14,120,000    $14,120,000             0.8%
 37   53719   Column Financial, Inc.                                      186    $13,750,000    $13,750,000             0.7%
 38   62526   Column Financial, Inc.                                  186,335    $12,500,000    $12,451,872             0.7%
 39   75025   Column Financial, Inc.                                      290    $12,032,500    $12,018,954             0.6%
 40   80123   Column Financial, Inc.                                  168,354    $12,000,000    $11,965,918             0.6%
 44   77034   Column Financial, Inc.                                      444    $11,400,000    $11,364,289             0.6%
 48   06268   Column Financial, Inc.                                      159    $10,325,000    $10,313,289             0.6%
 49   85251   Column Financial, Inc.                                   38,537    $10,200,000    $10,167,785             0.5%
 50   85255   Column Financial, Inc.                                   84,031    $10,000,000    $10,000,000             0.5%
 52   07004   Column Financial, Inc.                                   91,151     $9,500,000     $9,451,719             0.5%
 53   78240   Column Financial, Inc.                                      243     $9,300,000     $9,300,000             0.5%
 55   92840   Column Financial, Inc.                                  101,536     $9,100,000     $9,055,561             0.5%
 60   20783   Column Financial, Inc.                                   76,282     $8,000,000     $7,977,929             0.4%
 61   35203   Column Financial, Inc.                                       59     $8,000,000     $7,958,821             0.4%
 62   44060   Column Financial, Inc.                                      156     $7,800,000     $7,800,000             0.4%
 63   85268   Column Financial, Inc.                                      147     $7,700,000     $7,700,000             0.4%
 65   23060   Column Financial, Inc.                                      125     $7,600,000     $7,589,201             0.4%
 66   80013   Column Financial, Inc.                                      304     $7,500,000     $7,500,000             0.4%
 67   08540   Column Financial, Inc.                                      182     $7,500,000     $7,470,158             0.4%
 70   85219   Column Financial, Inc.                                      176     $7,150,000     $7,130,870             0.4%
 71   77845   Column Financial, Inc.                                      208     $7,050,000     $7,035,048             0.4%
 72   84119   Column Financial, Inc.                                  176,950     $6,900,000     $6,900,000             0.4%
 73   06880   Column Financial, Inc.                                   35,270     $6,500,000     $6,480,136             0.3%
 74   23836   Column Financial, Inc.                                       95     $6,400,000     $6,390,906             0.3%
 75   92504   Column Financial, Inc.                                       98     $6,370,000     $6,370,000             0.3%
 76   71112   Column Financial, Inc.                                      200     $6,300,000     $6,272,871             0.3%
 77   43017   Column Financial, Inc.                                   72,924     $6,200,000     $6,200,000             0.3%
 79   94080   Column Financial, Inc.                                  255,241     $6,100,000     $6,100,000             0.3%
 83   76133   Column Financial, Inc.                                      216     $5,725,000     $5,713,115             0.3%
 85   32541   Column Financial, Inc.                                   63,260     $5,700,000     $5,661,586             0.3%
 88   22903   Column Financial, Inc.                                       76     $5,100,000     $5,084,447             0.3%
 91   92126   Column Financial, Inc.                                   40,115     $5,000,000     $4,974,701             0.3%
 92   76116   Column Financial, Inc.                                      160     $5,000,000     $4,966,641             0.3%
 94   92706   Column Financial, Inc.                                   55,841     $4,800,000     $4,743,657             0.3%
 95   27606   Column Financial, Inc.                                      127     $4,600,000     $4,600,000             0.2%
 96   85015   Column Financial, Inc.                                      144     $4,500,000     $4,485,904             0.2%
 97   60123   Column Financial, Inc.                                   46,206     $4,475,000     $4,455,136             0.2%
 99   32601   Column Financial, Inc.                                      167     $4,460,000     $4,433,983             0.2%
100   75050   Column Financial, Inc.                                      164     $4,400,000     $4,390,747             0.2%
101   78028   Column Financial, Inc.                                   32,066     $4,300,000     $4,287,762             0.2%
102   87505   Column Financial, Inc.                                      164     $4,150,000     $4,131,610             0.2%
105   21401   Column Financial, Inc.                                   16,250     $4,000,000     $3,982,449             0.2%
107   10025   Column Financial, Inc.                                      142     $3,000,000     $2,479,567             0.1%
108   10025   Column Financial, Inc.                                      142     $1,500,000     $1,449,204             0.1%
110   90291   Column Financial, Inc.                                       28     $3,900,000     $3,887,606             0.2%
112   28405   Column Financial, Inc.                                   29,489     $3,650,000     $3,650,000             0.2%
115   20715   Column Financial, Inc.                                   30,450     $3,600,000     $3,586,827             0.2%
116   90004   Column Financial, Inc.                                   16,230     $3,600,000     $3,585,112             0.2%
120   75062   Column Financial, Inc.                                      112     $3,440,000     $3,436,312             0.2%
122   43560   Column Financial, Inc.                                   35,497     $3,400,000     $3,390,013             0.2%
123   33511   Column Financial, Inc.                                   18,801     $3,400,000     $3,387,363             0.2%
127   87104   Column Financial, Inc.                                      140     $3,250,000     $3,235,785             0.2%
128   98102   Column Financial, Inc.                                   28,691     $3,225,000     $3,212,474             0.2%
129   53711   Column Financial, Inc.                                   20,186     $3,200,000     $3,200,000             0.2%
132   21093   Column Financial, Inc.                                   35,286     $3,200,000     $3,187,489             0.2%
133   37027   Column Financial, Inc.                                   22,895     $3,200,000     $3,181,384             0.2%
136   92101   Column Financial, Inc.                                   12,798     $3,000,000     $3,000,000             0.2%
139   20011   Column Financial, Inc.                                       81     $3,000,000     $2,990,622             0.2%
141   91401   Column Financial, Inc.                                    8,400     $2,925,000     $2,916,282             0.2%
146   91762   Column Financial, Inc.                                    8,786     $2,750,000     $2,744,972             0.1%
148   44120   Column Financial, Inc.                                      102     $2,700,000     $2,700,000             0.1%
152   33147   Column Financial, Inc.                                       99     $2,575,000     $2,570,078             0.1%
153   10018   Column Financial, Inc.                                    3,752     $2,500,000     $2,490,646             0.1%
154   33064   Column Financial, Inc.                                   35,285     $2,500,000     $2,489,541             0.1%
156   87106   Column Financial, Inc.                                      136     $2,465,000     $2,448,771             0.1%
159   90815   Column Financial, Inc.                                    9,154     $2,350,000     $2,342,055             0.1%
160   70122   Column Financial, Inc.                                   31,467     $2,300,000     $2,290,619             0.1%
161   07204   Column Financial, Inc.                                   78,000     $2,250,000     $2,226,133             0.1%
162   83705   Column Financial, Inc.                                       75     $2,160,000     $2,157,667             0.1%
163   33881   Column Financial, Inc.                                      130     $2,100,000     $2,091,718             0.1%
165   84060   Column Financial, Inc.                                    8,562     $2,050,000     $2,042,763             0.1%
167   23662   Column Financial, Inc.                                      100     $2,000,000     $1,994,088             0.1%
168   32940   Column Financial, Inc.                                      105     $1,950,000     $1,944,139             0.1%
169   20011   Column Financial, Inc.                                       50     $1,900,000     $1,894,060             0.1%
170   87106   Column Financial, Inc.                                      105     $1,900,000     $1,887,491             0.1%
171   38016   Column Financial, Inc.                                   17,360     $1,850,000     $1,838,401             0.1%
172   14221   Column Financial, Inc.                                       54     $1,800,000     $1,800,000             0.1%
173   77090   Column Financial, Inc.                                    9,691     $1,800,000     $1,796,775             0.1%
174   34997   Column Financial, Inc.                                       91     $1,800,000     $1,794,922             0.1%
175   23606   Column Financial, Inc.                                   23,093     $1,800,000     $1,794,735             0.1%
176   85254   Column Financial, Inc.                                   13,200     $1,800,000     $1,793,617             0.1%
177   22901   Column Financial, Inc.                                       94     $1,800,000     $1,790,001             0.1%
178   84060   Column Financial, Inc.                                   12,000     $1,750,000     $1,739,551             0.1%
180   60546   Column Financial, Inc.                                   39,619     $1,725,000     $1,716,781             0.1%
181   33483   Column Financial, Inc.                                   23,543     $1,700,000     $1,696,678             0.1%
182   85705   Column Financial, Inc.                                       90     $1,700,000     $1,689,290             0.1%
183   19805   Column Financial, Inc.                                       51     $1,680,000     $1,676,969             0.1%
186   23606   Column Financial, Inc.                                   31,704     $1,600,000     $1,594,415             0.1%
187   80907   Column Financial, Inc.                                      136     $1,650,000     $1,517,310             0.1%
189   77055   Column Financial, Inc.                                       44     $1,500,000     $1,497,226             0.1%
190   91356   Column Financial, Inc.                                    9,211     $1,500,000     $1,495,978             0.1%
191   63026   Column Financial, Inc.                                      135     $1,500,000     $1,493,770             0.1%
192   98685   Column Financial, Inc.                                       69     $1,450,000     $1,445,821             0.1%
193   46545   Column Financial, Inc.                                       82     $1,450,000     $1,437,977             0.1%
194   21401   Column Financial, Inc.                                    5,300     $1,440,000     $1,433,564             0.1%
195   33009   Column Financial, Inc.                                       46     $1,400,000     $1,397,324             0.1%
196   90803   Column Financial, Inc.                                   12,469     $1,400,000     $1,397,083             0.1%
197   43212   Column Financial, Inc.                                       49     $1,400,000     $1,395,775             0.1%
199   77539   Column Financial, Inc.                                       86     $1,360,000     $1,354,844             0.1%
200   56301   Column Financial, Inc.                                      289     $1,650,000     $1,351,216             0.1%
201   88001   Column Financial, Inc.                                       74     $1,350,000     $1,341,134             0.1%
203   64109   Column Financial, Inc.                                       66     $1,295,000     $1,291,595             0.1%
205   98338   Column Financial, Inc.                                       50     $1,250,000     $1,246,495             0.1%
206   11230   Column Financial, Inc.                                   12,000     $1,215,000     $1,213,695             0.1%
207   87501   Column Financial, Inc.                                       64     $1,200,000     $1,192,031             0.1%
208   15301   Column Financial, Inc.                                      178     $1,400,000     $1,146,629             0.1%
209   14075   Column Financial, Inc.                                       41     $1,100,000     $1,096,632             0.1%
210   78229   Column Financial, Inc.                                       33     $1,100,000     $1,094,097             0.1%
211   88001   Column Financial, Inc.                                       60     $1,100,000     $1,092,704             0.1%
212   29640   Column Financial, Inc.                                   11,400     $1,050,000     $1,050,000             0.1%
213   95023   Column Financial, Inc.                                       18     $1,030,000     $1,028,167             0.1%
214   33407   Column Financial, Inc.                                   23,500     $1,000,000       $994,661             0.1%
217   10003   Column Financial, Inc.                                       15     $1,100,000       $950,925             0.1%
218   77005   Column Financial, Inc.                                   11,843       $950,000       $945,273             0.1%
219   06492   Column Financial, Inc.                                       41       $925,000       $922,556            0.05%
221   33844   Column Financial, Inc.                                       84       $800,000       $798,618            0.04%
222   20009   Column Financial, Inc.                                       10       $800,000       $798,461            0.04%
223   10019   Column Financial, Inc.                                       41       $825,000       $732,094            0.04%
224   77511   Column Financial, Inc.                                   61,118       $712,000       $708,649            0.04%
225   76109   Column Financial, Inc.                                    6,720       $650,000       $646,753            0.03%
226   10463   Column Financial, Inc.                                       42       $650,000       $520,110            0.03%
227   10013   Column Financial, Inc.                                       12       $499,000       $440,119            0.02%
228   11218   Column Financial, Inc.                                       17       $500,000       $413,262            0.02%

<CAPTION>
                          Orig            Rem.            Orig             Rem.
          Fee/           Amort.          Amort.         Term to          Term to        Interest     Monthly
 #      Leasehold         Term          Term (1)      Maturity (6)   Maturity (1) (6)     Rate       Payment      ARD (7)
---   -------------   -------------   -------------   ------------   ----------------   --------    ----------   ----------
<S>   <C>             <C>             <C>             <C>            <C>                <C>         <C>          <C>
  1        Fee                  360             360            120                120     5.7670%   $1,870,890          N/A
  2        Fee                  360             360             84                 83     5.6265%     $398,070          N/A
  3        Fee        Interest Only   Interest Only             60                 58     5.3500%     $262,175   10/11/2009
  5        Fee                  360             357            120                117     5.7700%     $181,536          N/A
  6        Fee                  360             357            120                117     5.7700%     $101,061          N/A
  7        Fee                  360             357            120                117     5.7700%      $21,522          N/A
  9        Fee        Interest Only   Interest Only             60                 59     5.4500%     $135,840   11/11/2009
 11        Fee        Interest Only   Interest Only             60                 58     5.2900%     $122,913   10/11/2009
 13        Fee                  360             360            121                119     5.4900%      $39,928          N/A
 14                             360             360            121                119     5.4900%      $99,594          N/A
14a        Fee
14b        Fee
14c        Fee
 17        Fee                  360             360             60                 58     5.1800%     $104,918          N/A
 18                             360             360            120                116     6.0000%     $113,915          N/A
18a        Fee
18b        Fee
 21        Fee                  360             360            120                117     5.5600%      $99,166          N/A
 24        Fee        Interest Only   Interest Only             60                 59     4.9400%      $70,955          N/A
 25        Fee                  360             359            122                121     5.2000%      $93,349          N/A
 27        Fee                  360             359            120                119     5.3700%      $90,665          N/A
 28        Fee                  360             357            120                117     5.2800%      $85,880          N/A
 30        Fee                  360             360            120                115     6.0100%      $90,029          N/A
 32        Fee                  360             359            120                119     5.3400%      $83,724          N/A
 33        Fee                  360             355            120                115     5.8100%      $88,109          N/A
 36        Fee                  360             360             84                 81     5.1000%      $76,665          N/A
 37        Fee                  360             360            120                120     5.2100%      $75,588          N/A
 38   Fee/Leasehold             360             356            120                116     5.7900%      $73,265          N/A
 39        Fee                  360             359            121                120     5.3500%      $67,191          N/A
 40        Fee                  360             357            120                117     5.9900%      $71,869          N/A
 44        Fee                  360             357            120                117     5.5200%      $64,871          N/A
 48   Fee/Leasehold             360             359            120                119     5.3100%      $57,399          N/A
 49        Fee                  360             357            120                117     5.4800%      $57,787          N/A
 50        Fee        Interest Only   Interest Only             60                 56     5.5900%      $47,230          N/A
 52        Fee                  360             355             84                 79     5.4800%      $53,821          N/A
 53        Fee                  360             360             84                 81     5.5000%      $52,804          N/A
 55        Fee                  360             355            120                115     5.6600%      $52,586          N/A
 60        Fee                  300             298            120                118     5.9300%      $51,202   10/11/2014
 61        Fee                  360             356             60                 56     4.4000%      $40,061          N/A
 62        Fee                  360             360             84                 81     5.1200%      $42,446          N/A
 63        Fee                  264             264            120                113     5.1900%      $48,976          N/A
 65        Fee                  300             299            119                118     6.1000%      $49,433          N/A
 66        Fee                  360             360            120                116     5.8300%      $44,150          N/A
 67        Fee                  300             297            120                117     6.3000%      $49,707          N/A
 70        Fee                  360             357            180                177     6.2700%      $44,117          N/A
 71        Fee                  360             358            120                118     5.3200%      $39,237          N/A
 72        Fee                  360             360            120                118     5.1600%      $37,718          N/A
 73        Fee                  360             357             84                 81     5.6400%      $37,479          N/A
 74        Fee                  300             299            119                118     6.1000%      $41,627          N/A
 75        Fee                  360             360            120                117     6.2000%      $39,014          N/A
 76        Fee                  360             356             60                 56     5.2700%      $34,867          N/A
 77        Fee                  360             360            120                117     5.8700%      $36,656          N/A
 79        Fee                  360             360            120                114     6.0000%      $36,573          N/A
 83        Fee                  360             358            120                118     5.4200%      $32,219          N/A
 85        Fee                  264             260            264                260     6.3000%      $39,952          N/A
 88        Fee                  360             357            120                117     5.6500%      $29,439          N/A
 91        Fee                  360             355            120                115     5.5000%      $28,389          N/A
 92        Fee                  324             318             84                 78     6.2700%      $32,047          N/A
 94        Fee                  360             347            120                107     6.2200%      $29,461          N/A
 95        Fee                  360             360            120                117     5.8600%      $27,167          N/A
 96        Fee                  360             357            120                117     5.5200%      $25,607          N/A
 97        Fee                  360             355            120                115     6.0800%      $27,060          N/A
 99        Fee                  240             237             60                 57     6.6800%      $33,727          N/A
100        Fee                  360             358            120                118     5.3600%      $24,598          N/A
101        Fee                  360             357            120                117     5.9800%      $25,725          N/A
102        Fee                  300             297            120                117     5.6500%      $25,858          N/A
105        Fee                  360             355            120                115     6.1300%      $24,317          N/A
107        Fee                  240             168            240                168     6.8500%      $22,990          N/A
108        Fee                  300             275            120                 95     6.8500%      $10,459          N/A
110        Fee                  360             357            120                117     5.4500%      $22,022          N/A
112        Fee                  360             360            120                116     5.6600%      $21,092          N/A
115        Fee                  360             356            120                116     6.0200%      $21,630          N/A
116        Fee                  360             356            120                116     5.4600%      $20,350          N/A
120        Fee                  360             359            120                119     5.6100%      $19,770          N/A
122        Fee                  360             357            119                116     5.8300%      $20,015          N/A
123        Fee                  360             356            120                116     5.9500%      $20,276          N/A
127        Fee                  300             297            120                117     5.7300%      $20,407          N/A
128        Fee                  360             356             84                 80     5.7500%      $18,820          N/A
129        Fee                  360             360            120                117     6.0300%      $19,247          N/A
132        Fee                  360             356            120                116     5.7200%      $18,613          N/A
133        Fee                  360             354            120                114     5.7800%      $18,735          N/A
136        Fee                  360             360            120                117     5.5500%      $17,128          N/A
139        Fee                  360             357            120                117     5.5300%      $17,090          N/A
141        Fee                  360             357            120                117     5.7600%      $17,088          N/A
146        Fee                  360             358            120                118     6.0000%      $16,488          N/A
148        Fee                  360             360            120                117     5.3900%      $15,144          N/A
152        Fee                  360             358            120                118     5.8000%      $15,109          N/A
153        Fee                  360             356            120                116     5.9200%      $14,860          N/A
154        Fee                  300             297            120                117     6.0000%      $16,108          N/A
156        Fee                  240             237            120                117     5.7200%      $17,264          N/A
159        Fee                  360             356            120                116     6.3700%      $14,653    8/11/2014
160        Fee                  360             355            120                115     6.4400%      $14,447          N/A
161        Fee                  300             292            120                112     6.2500%      $14,843          N/A
162        Fee                  360             359            120                119     5.5700%      $12,359          N/A
163        Fee                  360             356             60                 56     5.6800%      $12,162          N/A
165        Fee                  360             356            120                116     6.1800%      $12,529          N/A
167        Fee                  360             357            120                117     5.8000%      $11,735          N/A
168        Fee                  360             357            120                117     5.7200%      $11,343          N/A
169        Fee                  360             357            120                117     5.5300%      $10,824          N/A
170        Fee                  240             237            120                117     5.7200%      $13,307          N/A
171        Fee                  336             330             60                 54     6.1700%      $11,579          N/A
172        Fee                  360             360             60                 58     5.2700%       $9,962          N/A
173        Fee                  360             358            120                118     6.0900%      $10,896          N/A
174        Fee                  300             298            120                118     5.8000%      $11,378          N/A
175        Fee                  360             357            120                117     5.8500%      $10,619          N/A
176        Fee                  360             356            120                116     6.1600%      $10,978          N/A
177        Fee                  360             354            120                114     5.9900%      $10,780          N/A
178        Fee                  360             353            120                113     6.3000%      $10,832          N/A
180        Fee                  360             355            120                115     5.7700%      $10,089          N/A
181        Fee                  360             358            120                118     5.7000%       $9,867          N/A
182        Fee                  360             354            120                114     5.4100%       $9,557          N/A
183        Fee                  360             358            120                118     6.0600%      $10,137          N/A
186        Fee                  360             356            120                116     6.2300%       $9,831          N/A
187        Fee                  360             287            120                 47     6.5200%      $10,451          N/A
189        Fee                  360             358            120                118     5.9500%       $8,945          N/A
190        Fee                  360             357            120                117     6.2600%       $9,246          N/A
191        Fee                  360             356            120                116     5.4400%       $8,460          N/A
192        Fee                  360             357            120                117     5.9200%       $8,619          N/A
193        Fee                  360             351            120                111     6.0000%       $8,693          N/A
194        Fee                  360             355            120                115     6.0500%       $8,680          N/A
195        Fee                  360             358            120                118     5.8000%       $8,215          N/A
196        Fee                  240             239            240                239     6.3200%      $10,290          N/A
197        Fee                  360             357            120                117     5.7000%       $8,126          N/A
199        Fee                  360             356             84                 80     5.8600%       $8,032          N/A
200        Fee                  240             165            240                165     6.9300%      $12,723          N/A
201        Fee                  240             237            120                117     5.7400%       $9,470          N/A
203        Fee                  360             357            120                117     6.3500%       $8,058          N/A
205        Fee                  360             357            120                117     6.0500%       $7,535          N/A
206        Fee                  360             359            121                120     5.6000%       $6,975          N/A
207        Fee                  240             237            120                117     5.6500%       $8,357          N/A
208        Fee                  240             166            240                166     6.7500%      $10,645          N/A
209        Fee                  360             357            120                117     5.6300%       $6,336          N/A
210        Fee                  300             296            120                116     6.1200%       $7,168          N/A
211        Fee                  240             237            120                117     5.6600%       $7,667          N/A
212        Fee                  360             360            120                117     5.7500%       $6,128          N/A
213        Fee                  360             358            120                118     6.1200%       $6,255          N/A
214        Fee                  300             296             60                 56     6.1500%       $6,535          N/A
217        Fee                  264             195            264                195     7.0000%       $8,178          N/A
218        Fee                  300             296            120                116     6.5500%       $6,444          N/A
219        Fee                  300             298            120                118     6.1800%       $6,062          N/A
221        Fee                  360             358            120                118     6.2500%       $4,926          N/A
222        Fee                  360             358             60                 58     5.7700%       $4,679          N/A
223        Fee                  300             211            300                211     8.9800%       $6,912          N/A
224        Fee                  300             296            120                116     6.8600%       $4,969          N/A
225        Fee                  360             354            120                114     6.4600%       $4,091          N/A
226        Fee                  240             150            240                150     8.5000%       $5,641          N/A
227        Fee                  300             220            300                220     7.4900%       $3,684          N/A
228        Fee                  240             168            240                168     6.8500%       $3,832          N/A

<CAPTION>

                          Primary          Master        Administration    Letter of
 #    Defeasance (9)   Servicing Fee    Servicing Fee         Fees           Credit
---   --------------   -------------    -------------    --------------    ----------
<S>   <C>              <C>              <C>              <C>               <C>
  1        Yes                0.0200%          0.0100%           0.0313%          N/A
  2        Yes                  0.02%            0.01%           0.0313%          N/A
  3        Yes                  0.02%            0.01%           0.0313%          N/A
  5        Yes                  0.02%            0.01%           0.0313%          N/A
  6        Yes                  0.02%            0.01%           0.0313%          N/A
  7        Yes                  0.02%            0.01%           0.0313%          N/A
  9        Yes                  0.02%            0.01%           0.0313%          N/A
 11        Yes                  0.02%            0.01%           0.0313%   $1,939,667
 13        Yes                  0.02%            0.01%           0.0613%          N/A
 14        Yes                  0.02%            0.01%           0.0613%          N/A
14a
14b
14c
 17         No                  0.02%            0.01%           0.0313%          N/A
 18        Yes                  0.02%            0.01%           0.0313%          N/A
18a
18b
 21        Yes                  0.02%            0.01%           0.0313%          N/A
 24        Yes                  0.02%            0.01%           0.0313%          N/A
 25        Yes                  0.02%            0.01%           0.0313%          N/A
 27        Yes                  0.02%            0.01%           0.0313%          N/A
 28        Yes                  0.02%            0.01%           0.0313%          N/A
 30        Yes                  0.02%            0.01%           0.0313%     $250,000
 32        Yes                  0.02%            0.01%           0.0313%          N/A
 33        Yes                  0.02%            0.01%           0.0613%          N/A
 36        Yes                  0.02%            0.01%           0.0313%          N/A
 37        Yes                  0.02%            0.01%           0.0313%          N/A
 38        Yes                  0.02%            0.01%           0.0313%          N/A
 39        Yes                  0.02%            0.01%           0.0313%          N/A
 40        Yes                  0.02%            0.01%           0.0313%          N/A
 44        Yes                  0.02%            0.01%           0.0313%          N/A
 48        Yes                  0.02%            0.01%           0.0313%          N/A
 49        Yes                  0.02%            0.01%           0.0313%          N/A
 50        Yes                  0.01%            0.01%           0.0213%          N/A
 52        Yes                  0.02%            0.01%           0.0313%          N/A
 53        Yes                  0.02%            0.01%           0.0313%          N/A
 55        Yes                  0.02%            0.01%           0.0313%          N/A
 60        Yes                  0.02%            0.01%           0.0313%          N/A
 61        Yes                  0.02%            0.01%           0.0313%          N/A
 62        Yes                  0.02%            0.01%           0.0613%          N/A
 63        Yes                  0.02%            0.01%           0.0313%          N/A
 65        Yes                  0.02%            0.01%           0.0313%          N/A
 66        Yes                  0.02%            0.01%           0.0313%          N/A
 67        Yes                  0.02%            0.01%           0.0313%          N/A
 70        Yes                  0.02%            0.01%           0.0313%          N/A
 71        Yes                  0.02%            0.01%           0.0313%          N/A
 72        Yes                  0.02%            0.01%           0.0313%          N/A
 73        Yes                  0.02%            0.01%           0.0313%          N/A
 74        Yes                  0.02%            0.01%           0.0313%          N/A
 75        Yes                  0.02%            0.01%           0.0313%          N/A
 76        Yes                  0.02%            0.01%           0.0313%          N/A
 77        Yes                  0.02%            0.01%           0.0313%          N/A
 79        Yes                  0.02%            0.01%           0.0313%          N/A
 83        Yes                  0.02%            0.01%           0.0313%          N/A
 85        Yes                  0.02%            0.01%           0.0313%          N/A
 88        Yes                  0.10%            0.01%           0.1113%          N/A
 91        Yes                  0.02%            0.01%           0.0313%          N/A
 92        Yes                  0.02%            0.01%           0.0313%          N/A
 94        Yes                  0.02%            0.01%           0.0313%          N/A
 95        Yes                  0.02%            0.01%           0.0313%          N/A
 96        Yes                  0.02%            0.01%           0.0313%          N/A
 97        Yes                  0.02%            0.01%           0.1113%          N/A
 99        Yes                  0.02%            0.01%           0.0313%          N/A
100        Yes                  0.02%            0.01%           0.0313%          N/A
101        Yes                  0.02%            0.01%           0.0313%          N/A
102        Yes                  0.02%            0.01%           0.0313%          N/A
105        Yes                  0.07%            0.01%           0.0813%          N/A
107         No                  0.02%            0.01%           0.0313%          N/A
108         No                  0.02%            0.01%           0.0313%          N/A
110        Yes                  0.02%            0.01%           0.0313%          N/A
112         No                  0.02%            0.01%           0.0313%          N/A
115        Yes                  0.02%            0.01%           0.0313%          N/A
116        Yes                  0.02%            0.01%           0.0313%          N/A
120        Yes                  0.02%            0.01%           0.0313%          N/A
122        Yes                  0.02%            0.01%           0.0313%          N/A
123        Yes                  0.02%            0.01%           0.0313%          N/A
127        Yes                  0.02%            0.01%           0.0313%          N/A
128        Yes                  0.02%            0.01%           0.0313%          N/A
129        Yes                  0.02%            0.01%           0.0313%          N/A
132        Yes                  0.02%            0.01%           0.0313%          N/A
133        Yes                  0.02%            0.01%           0.0313%          N/A
136        Yes                  0.02%            0.01%           0.0313%          N/A
139        Yes                  0.02%            0.01%           0.0313%          N/A
141        Yes                  0.02%            0.01%           0.0313%          N/A
146        Yes                  0.02%            0.01%           0.0313%          N/A
148        Yes                  0.02%            0.01%           0.0613%          N/A
152        Yes                  0.02%            0.01%           0.0313%          N/A
153        Yes                  0.02%            0.01%           0.0313%          N/A
154        Yes                  0.02%            0.01%           0.0313%          N/A
156        Yes                  0.02%            0.01%           0.0313%          N/A
159        Yes                  0.02%            0.01%           0.0313%          N/A
160        Yes                  0.02%            0.01%           0.0313%          N/A
161        Yes                  0.02%            0.01%           0.0313%          N/A
162        Yes                  0.02%            0.01%           0.0313%          N/A
163        Yes                  0.02%            0.01%           0.0313%          N/A
165        Yes                  0.02%            0.01%           0.0313%          N/A
167        Yes                  0.02%            0.01%           0.0313%          N/A
168        Yes                  0.02%            0.01%           0.0313%          N/A
169        Yes                  0.02%            0.01%           0.0313%          N/A
170        Yes                  0.02%            0.01%           0.0313%          N/A
171        Yes                  0.02%            0.01%           0.0313%          N/A
172        Yes                  0.02%            0.01%           0.0313%          N/A
173        Yes                  0.02%            0.01%           0.0313%          N/A
174        Yes                  0.02%            0.01%           0.0313%          N/A
175        Yes                  0.02%            0.01%           0.0313%          N/A
176         No                  0.02%            0.01%           0.0313%          N/A
177        Yes                  0.10%            0.01%           0.1113%          N/A
178        Yes                  0.02%            0.01%           0.0313%          N/A
180        Yes                  0.07%            0.01%           0.0813%          N/A
181        Yes                  0.02%            0.01%           0.0313%      $40,000
182        Yes                  0.02%            0.01%           0.0313%          N/A
183        Yes                  0.02%            0.01%           0.0313%          N/A
186        Yes                  0.02%            0.01%           0.0313%          N/A
187         No                  0.02%            0.01%           0.0313%          N/A
189         No                  0.02%            0.01%           0.0313%          N/A
190        Yes                  0.02%            0.01%           0.0313%          N/A
191        Yes                  0.02%            0.01%           0.0313%          N/A
192        Yes                  0.02%            0.01%           0.0313%          N/A
193        Yes                  0.02%            0.01%           0.0313%          N/A
194        Yes                  0.07%            0.01%           0.0813%          N/A
195        Yes                  0.02%            0.01%           0.0313%          N/A
196        Yes                  0.02%            0.01%           0.0313%          N/A
197        Yes                  0.02%            0.01%           0.0313%          N/A
199        Yes                  0.02%            0.01%           0.0313%          N/A
200         No                  0.02%            0.01%           0.0313%          N/A
201        Yes                  0.02%            0.01%           0.0313%          N/A
203        Yes                  0.02%            0.01%           0.0313%          N/A
205        Yes                  0.02%            0.01%           0.0313%          N/A
206        Yes                  0.02%            0.01%           0.0313%          N/A
207        Yes                  0.02%            0.01%           0.0313%          N/A
208         No                  0.02%            0.01%           0.0313%          N/A
209        Yes                  0.02%            0.01%           0.0313%          N/A
210        Yes                  0.10%            0.01%           0.1113%          N/A
211        Yes                  0.02%            0.01%           0.0313%          N/A
212        Yes                  0.02%            0.01%           0.0313%          N/A
213        Yes                  0.02%            0.01%           0.0313%          N/A
214        Yes                  0.02%            0.01%           0.0313%          N/A
217         No                  0.02%            0.00%           0.0313%          N/A
218        Yes                  0.02%            0.00%           0.0313%          N/A
219        Yes                  0.02%            0.00%           0.0313%          N/A
221         No                  0.02%            0.00%           0.0313%          N/A
222         No                  0.02%            0.00%           0.0313%          N/A
223         No                  0.02%            0.00%           0.0313%          N/A
224        Yes                  0.02%            0.00%           0.0313%          N/A
225        Yes                  0.02%            0.00%           0.0313%          N/A
226         No                  0.02%            0.00%           0.0313%          N/A
227         No                  0.02%            0.00%           0.0313%          N/A
228         No                  0.02%            0.00%           0.0313%          N/A
</TABLE>


<PAGE>

                                   EXHIBIT B-2

                    SCHEDULE OF KEYBANK TRUST MORTGAGE LOANS

<TABLE>
<CAPTION>

                Loan Group
 #    Crossed       #                     Property Name
---   -------   ----------   ----------------------------------------
<S>   <C>       <C>          <C>
  8                      1   Orangefair Marketplace Shopping Center
 10                      1   Shoppes of Paradise Isle Shopping Center
 12                      2   River Road Apartments
 16                      2   Villas at D'Andrea
 20                      1   Dekalb County Shopping Center
 22                      1   Spinnaker Court Apartments
 29                      1   Clifty Crossing
 35                      1   Market Place at Concord Mills
 42                      1   Stevens Creek Office Center
 43                      1   Valley North Center
 45                      1   Mansfield Towne Crossing
 51                      1   Warner View Corporate Center
 57                      1   Sorrento Research Facility
 59                      2   Meridian Court South Apartments
 68                      2   Washington Townhomes Apartments
 80                      1   North Eastwood Shopping Center
 87                      1   National Hwy 54 / Self Storage
 93                      1   Natividad Office Complex
 98                      2   Kimberly Court Apartments
117                      1   Colonial Court
130                      1   San Dimas Town Center
137                      1   Shawnee Shopping Center
140                      1   Polaris Professional Center
143                      1   La Guardia Self Storage
147                      1   Ft. Dodge Shopping Center

<CAPTION>


 #                                               Address
---   ---------------------------------------------------------------------------------------------
<S>   <C>
  8   1300-1440 South Harbor Boulevard, 140-246 West Orangethorpe Avenue and 1391-1401 Lemon Street
 10   34940 Emerald Coast Parkway
 12   9115 Knights Bridge Boulevard
 16   2200 North D'Andrea Parkway
 20   2333-2353 Sycamore Road
 22   3685 St. Thomas Boulevard
 29   1149 North National Road
 35   7905 and 7965 Lyles Lane
 42   20813-20883 Stevens Creek Boulevard
 43   1300 North Miller Street
 45   1781 U.S. Highway 287 and 100, 110 and 120 West Debbie Lane
 51   5959 Topanga Canyon Boulevard
 57   3985 Sorrento Valley Boulevard
 59   7266 Lockwood Lane
 68   15646 Washington Avenue
 80   8955 East 38th Street
 87   132 West 33rd Street
 93   631 & 633 East Alvin Road
 98   4121 Kimberly Parkway North
117   407-425 Main Street
130   114-156 East Bonita Avenue
137   4903 North Union Avenue
140   1120 Polaris Parkway
143   1439 Avendia De Las Americas
147   3003-3043 1st Avenue South

<CAPTION>
                                                                      Sq. Ft./                               Percentage of
                                Zip              Mortgage              Rooms/     Original       Cut-off        Initial
 #    City             State   Code          Property Seller            Pads       Balance     Balance (1)   Pool Balance
---   --------------   -----   -----   ----------------------------   --------   -----------   -----------   -------------
<S>   <C>              <C>     <C>     <C>                            <C>        <C>           <C>           <C>
  8   Fullerton         CA     92832   KeyBank National Association    332,806   $36,000,000   $35,925,742             1.9%
 10   Destin            FL     32541   KeyBank National Association    172,350   $28,000,000   $28,000,000             1.5%
 12   Indianapolis      IN     46240   KeyBank National Association        732   $26,500,000   $26,500,000             1.4%
 16   Sparks            NV     89434   KeyBank National Association        256   $19,200,000   $19,178,905             1.0%
 20   Dekalb            IL     60115   KeyBank National Association    155,648   $18,000,000   $17,980,112             1.0%
 22   Indianapolis      IN     46214   KeyBank National Association        534   $17,250,000   $17,250,000             0.9%
 29   Columbus          IN     47201   KeyBank National Association    177,050   $15,350,000   $15,334,034             0.8%
 35   Concord           NC     28027   KeyBank National Association    224,160   $14,313,750   $14,298,026             0.8%
 42   Cupertino         CA     95014   KeyBank National Association    107,679   $11,556,000   $11,556,000             0.6%
 43   Wenatchee         WA     98801   KeyBank National Association    277,241   $11,525,000   $11,525,000             0.6%
 45   Mansfield         TX     76063   KeyBank National Association    112,078   $10,982,300   $10,982,300             0.6%
 51   Woodland Hills    CA     91367   KeyBank National Association     61,355   $10,000,000    $9,989,540             0.5%
 57   San Diego         CA     92121   KeyBank National Association     58,908    $8,800,000    $8,790,161             0.5%
 59   Indianapolis      IN     46217   KeyBank National Association        290    $8,400,000    $8,400,000             0.4%
 68   San Lorenzo       CA     94580   KeyBank National Association         73    $7,300,000    $7,300,000             0.4%
 80   Indianapolis      IN     46226   KeyBank National Association    168,506    $6,100,000    $6,086,813             0.3%
 87   National City     CA     91950   KeyBank National Association     58,748    $5,250,000    $5,250,000             0.3%
 93   Salinas           CA     93906   KeyBank National Association     37,131    $4,800,000    $4,800,000             0.3%
 98   Columbus          OH     43232   KeyBank National Association        194    $4,450,000    $4,450,000             0.2%
117   Chester           NJ     07930   KeyBank National Association     21,459    $3,540,000    $3,540,000             0.2%
130   San Dimas         CA     91773   KeyBank National Association     25,800    $3,200,000    $3,200,000             0.2%
137   Shawnee           OK     74804   KeyBank National Association     35,640    $3,000,000    $2,996,956             0.2%
140   Columbus          OH     43240   KeyBank National Association     30,068    $2,950,000    $2,945,873             0.2%
143   Santa Fe          NM     87507   KeyBank National Association     64,225    $2,900,000    $2,894,234             0.2%
147   Fort Dodge        IA     50501   KeyBank National Association     33,700    $2,715,000    $2,715,000             0.1%

<CAPTION>
                          Orig            Rem.            Orig             Rem.
          Fee/           Amort.          Amort.         Term to          Term to        Interest    Monthly
 #      Leasehold         Term          Term (1)      Maturity (6)   Maturity (1) (6)     Rate      Payment      ARD (7)
---   -------------   -------------   -------------   ------------   ----------------   --------    --------   ---------
<S>   <C>             <C>             <C>             <C>            <C>                <C>         <C>        <C>
  8        Fee                  360             358            120                118     5.4500%   $203,276   10/1/2014
 10        Fee                  360             360            120                120     5.9100%   $166,257         N/A
 12        Fee                  360             360            120                118     5.5500%   $151,296         N/A
 16        Fee                  360             359            120                119     5.4800%   $108,775         N/A
 20   Fee/Leasehold             360             359            120                119     5.4500%   $101,638   11/1/2014
 22        Fee                  360             360            120                118     5.5500%    $98,485         N/A
 29        Fee                  360             359            120                119     5.7700%    $89,774   11/1/2014
 35        Fee                  351             350            111                110     5.7600%    $84,429    2/1/2014
 42        Fee                  360             360            120                119     5.7300%    $67,291         N/A
 43   Fee/Leasehold             360             360            120                119     5.2800%    $63,856         N/A
 45        Fee        Interest Only   Interest Only             60                 60     5.2150%    $47,727         N/A
 51        Fee                  360             359            120                119     5.7400%    $58,294         N/A
 57        Fee                  360             359            120                119     5.3870%    $49,343         N/A
 59        Fee                  360             360            120                118     5.5500%    $47,958         N/A
 68        Fee                  360             360             84                 82     5.2700%    $40,401         N/A
 80        Fee                  360             358             84                 82     5.2300%    $33,609   10/1/2011
 87        Fee                  360             360            120                119     5.7400%    $30,604         N/A
 93        Fee                  360             360            120                117     5.6600%    $27,738         N/A
 98        Fee                  360             360            120                118     5.5500%    $25,406         N/A
117        Fee                  360             360            120                120     5.5200%    $20,144         N/A
130        Fee                  360             360            120                120     5.5700%    $18,310         N/A
137        Fee                  360             359            120                119     5.9000%    $17,794         N/A
140        Fee                  300             299            120                119     6.2000%    $19,369         N/A
143        Fee                  360             358            120                118     5.6200%    $16,685         N/A
147        Fee                  360             360            120                120     5.9000%    $16,104         N/A

<CAPTION>

                          Primary          Master        Administration    Letter of
 #    Defeasance (9)   Servicing Fee    Servicing Fee         Fees           Credit
---   --------------   -------------    -------------    --------------    ----------
<S>   <C>              <C>              <C>              <C>               <C>
  8        Yes                  0.03%            0.02%           0.0513%   $2,000,000
 10        Yes                  0.03%            0.02%           0.0513%          N/A
 12        Yes                  0.03%            0.02%           0.0513%          N/A
 16        Yes                  0.03%            0.02%           0.0513%          N/A
 20        Yes                  0.03%            0.02%           0.0513%          N/A
 22        Yes                  0.03%            0.02%           0.0513%          N/A
 29        Yes                  0.03%            0.02%           0.1013%     $250,000
 35        Yes                  0.03%            0.02%           0.0513%          N/A
 42         No                  0.03%            0.02%           0.1013%          N/A
 43        Yes                  0.03%            0.02%           0.0513%     $250,000
 45         No                  0.03%            0.02%           0.0513%          N/A
 51        Yes                  0.03%            0.02%           0.0513%          N/A
 57         No                  0.03%            0.02%           0.1013%          N/A
 59        Yes                  0.03%            0.02%           0.0513%          N/A
 68        Yes                  0.03%            0.02%           0.0513%          N/A
 80        Yes                  0.03%            0.02%           0.0513%          N/A
 87        Yes                  0.03%            0.02%           0.1013%          N/A
 93        Yes                  0.03%            0.02%           0.1013%          N/A
 98        Yes                  0.03%            0.02%           0.0513%          N/A
117        Yes                  0.03%            0.02%           0.1013%          N/A
130        Yes                  0.03%            0.02%           0.0513%          N/A
137         No                  0.03%            0.02%           0.0513%          N/A
140         No                  0.03%            0.02%           0.0513%          N/A
143        Yes                  0.03%            0.02%           0.0513%          N/A
147         No                  0.03%            0.02%           0.0513%          N/A
</TABLE>

<PAGE>

                                   EXHIBIT B-3

                    SCHEDULE OF LASALLE TRUST MORTGAGE LOANS

<TABLE>
<CAPTION>

                 Loan Group
 #     Crossed       #                           Property Name
----   -------   ----------   ---------------------------------------------------
<S>    <C>       <C>          <C>
   4                      1   Eastgate Mall
                              Eastgate Mall B-1 Loan (not part of the trust fund)
                              Eastgate Mall B-2 Loan (not part of the trust fund)
  15                      1   City Centre Place
  19                      2   Town Hall Terrace
  23                      1   Pleasant Hill Square
  26                      1   Sunshine Key
  31                      2   Sanctuary of Woodshire
  34                      1   FedEx - Midway
                              FedEx - Midway B Loan (not part of the trust fund)
  41                      1   Brunswick Plaza West
  46                      2   Campus View Apts
  47                      1   Sunburst North Ft. Myers
  54                      1   Silver Dollar
  56                      2   Campus Village
  58                      2   Blackthorn Apartments
  64                      1   222 & 312 Clematis Street
64a                       1   222 Clematis Street
64b                       1   312 Clematis Street
  69                      1   Margarita Promenade
  78                      2   Pecos Point
  81                      2   Pacific Dunes
  82                      1   Civista Health Building
  84                      2   Chateaux Fall Creek
  86                      1   Business Park & Willow Creek
  89                      1   Apple Valley Estates MHP
  90                      1   Carlsbad Courtyard
 103                      1   Walgreens - Rocky Mount, NC
 104                      1   Walgreens - Casper, WY
 106                      1   Walgreens - Greenville (Evans)
 109                      1   Wilshire Westgate Shopping Center
 111                      2   Shores at Lake Point
 113                      1   Robin Hill MHR & RV
 114                      1   Walgreens - Vernon, CT
 118                      2   Marina Apartments Portfolio
118a                      2   25 Cervantes Boulevard
118b                      2   2395 Francisco Street
118c                      2   15 & 27 Alhambra
 119                      1   West River Crossing
 121                      1   Walgreens - Apple Valley, CA
 124                      1   CVS - Bessemer
 125                      1   South Melrose Office
 126                      1   Weinecke Court
 131                      2   Durrett Village II Apartments
 134                      1   Walgreens - Miami, OK
 135                      1   Hunter's Retreat Professional Center
 138                      2   Oak Park Apartments
 142                      1   Gallery Park II Office
 144                      1   Walgreens - Cable Road
 145                      2   Crystal River
 149                      1   North Village Square
 150                      1   Walgreens - Lubbock, TX
 151                      1   Walgreens - Long Beach
 155                      2   The Mill MHC
 157                      2   Broadway Terrace Apartments
 158                      1   North Canal Plaza
 164                      1   Sunburst Florida Keys
 166                      1   Fed Ex Ground Package
 179                      2   The Villa Apartments
 184                      1   Mooresville Gateway Trade Court Shoppes
 185                      2   Queen Mary Apartments
 188                      1   Hogan Retail Plaza Center
 198                      1   Lakes IV Apartments
 202                      2   Durrett Village I Apartments
 204                      1   South University Center
 215                      1   West Little York Mini Storage
 216                      2   Hillcrest Apartment Community
 220                      2   Amber Point Apartments

<CAPTION>

                                                                                         Zip                Mortgage
 #                           Address                               City         State   Code             Property Seller
----   ---------------------------------------------------   ----------------   -----   -----   ---------------------------------
<S>    <C>                                                   <C>                <C>     <C>     <C>
   4   4601 Eastgate Boulevard                               Cincinnati          OH     45425   LaSalle Bank National Association


  15   400 South 4th Street                                  Las Vegas           NV     89101   LaSalle Bank National Association
  19   2255 Center Terrace                                   Grand Island        NY     14072   LaSalle Bank National Association
  23   2205-2275 Pleasant Hill Road                          Duluth              GA     30096   LaSalle Bank National Association
  26   38801 Overseas Highway                                Marathon            FL     33043   LaSalle Bank National Association
  31   2200 South Clubhouse Drive                            New Berlin          WI     53151   LaSalle Bank National Association
  34   9500 Sergo Drive                                      McCook              IL     60525   LaSalle Bank National Association

  41   720 Hoosick Road                                      Troy                NY     12180   LaSalle Bank National Association
  46   301 Campus View Drive                                 Columbia            MO     65201   LaSalle Bank National Association
  47   7974 Samville Road                                    North Fort Myers    FL     33917   LaSalle Bank National Association
  54   12609 Silver Dollar Drive                             Odessa              FL     33556   LaSalle Bank National Association
  56   1151 East Michigan Avenue                             East Lansing        MI     48823   LaSalle Bank National Association
  58   4231 Yanceyville Street                               Greensboro          NC     27405   LaSalle Bank National Association
  64                                                                                            LaSalle Bank National Association
64a    222 Clematis Street                                   West Palm Beach     FL     33401
64b    312 Clematis Street                                   West Palm Beach     FL     33401
  69   40573 Margarita Road                                  Temecula            CA     92591   LaSalle Bank National Association
  78   1650 North Pecos Road                                 Las Vegas           NV     89115   LaSalle Bank National Association
  81   1205 Silver Spur Place                                Oceano              CA     93445   LaSalle Bank National Association
  82   3510 Old Washington Road                              Waldorf             MD     20602   LaSalle Bank National Association
  84   15116 Mesa Drive                                      Humble              TX     77396   LaSalle Bank National Association
  86   9775 Business Park Avenue & 10021 Willow Creek Road   San Diego           CA     92131   LaSalle Bank National Association
  89   1650 East 181st Avenue                                Hebron              IN     46341   LaSalle Bank National Association
  90   2231 Rutherford Road                                  Carlsbad            CA     92008   LaSalle Bank National Association
 103   2624 Sunset Avenue                                    Rocky Mount         NC     27804   LaSalle Bank National Association
 104   1071 CY Avenue                                        Casper              WY     82604   LaSalle Bank National Association
 106   103 Southeast Grenville Boulevard                     Greenville          NC     27858   LaSalle Bank National Association
 109   7500 and 7402 West Fairview Avenue                    Boise               ID     83704   LaSalle Bank National Association
 111   299 Lake Pointe Drive                                 Middle Island       NY     11953   LaSalle Bank National Association
 113   149 Robin Hill Road                                   Lenhartsville       PA     19534   LaSalle Bank National Association
 114   529 Talcottville Road                                 Vernon              CT     06066   LaSalle Bank National Association
 118                                                                                            LaSalle Bank National Association
118a   25 Cervantes Boulevard                                San Francisco       CA     94123
118b   2395 Francisco Street                                 San Francisco       CA     94123
118c   15 & 27 Alhambra                                      San Francisco       CA     94123
 119   2318 Essington Road                                   Joliet              IL     60435   LaSalle Bank National Association
 121   20250 Highway 18                                      Apple Valley        CA     92307   LaSalle Bank National Association
 124   2901 Morgan Road                                      Bessemer            AL     35022   LaSalle Bank National Association
 125   440 South Melrose Drive                               Vista               CA     92081   LaSalle Bank National Association
 126   670-692 Vernon Avenue                                 Glencoe             IL     60022   LaSalle Bank National Association
 131   200 State Line Road                                   Clarksville         TN     37042   LaSalle Bank National Association
 134   910 North Main Street                                 Miami               OK     74354   LaSalle Bank National Association
 135   2500 Hunters Place                                    Woodbridge          VA     22192   LaSalle Bank National Association
 138   2009 Waveland Avenue                                  Waveland            MS     39576   LaSalle Bank National Association
 142   4020 Wake Forest Road                                 Raleigh             NC     27607   LaSalle Bank National Association
 144   701 North Cable Road                                  Lima                OH     45805   LaSalle Bank National Association
 145   11419 West Fort Island Trail                          Crystal River       FL     34429   LaSalle Bank National Association
 149   3111 45th Street                                      West Palm Beach     FL     33407   LaSalle Bank National Association
 150   5115 98th Street                                      Lubbock             TX     79424   LaSalle Bank National Association
 151   3301 East Anaheim Street                              Long Beach          CA     90804   LaSalle Bank National Association
 155   6545 Highway 42                                       Rex                 GA     30273   LaSalle Bank National Association
 157   151 Broadway Drive                                    Clinton             MS     39206   LaSalle Bank National Association
 158   610 North Canal Boulevard                             Thibodaux           LA     70301   LaSalle Bank National Association
 164   311 Johnson Road                                      Sugarloaf Key       FL     33042   LaSalle Bank National Association
 166   330 Leggett Drive                                     Richland            MS     39218   LaSalle Bank National Association
 179   314 Calion Street                                     Jonesboro           AR     72401   LaSalle Bank National Association
 184   123-125 Trade Court                                   Mooresville         NC     28117   LaSalle Bank National Association
 185   100 Palace Court                                      North Syracuse      NY     13212   LaSalle Bank National Association
 188   1835-1975 Northeast Division Street                   Gresham             OR     97030   LaSalle Bank National Association
 198   4343 Warm Springs Road                                Columbus            GA     31909   LaSalle Bank National Association
 202   160 State Line Road                                   Clarksville         TN     37042   LaSalle Bank National Association
 204   8211 University Avenue                                Lubbock             TX     79423   LaSalle Bank National Association
 215   8150 West Little York Road                            Houston             TX     77040   LaSalle Bank National Association
 216   1727-51 St. Mathews Road & 1306-62 Marshall Street    Orangeburg          SC     29116   LaSalle Bank National Association
 220   2113 - 19 Ringgold Court                              Clarksville         TN     37042   LaSalle Bank National Association

<CAPTION>
       Sq. Ft./                               Percentage of                        Orig            Rem.            Orig
        Rooms/     Original       Cut-off        Initial           Fee/           Amort.          Amort.         Term to
 #       Pads       Balance     Balance (1)   Pool Balance       Leasehold         Term          Term (1)      Maturity (6)
----   --------   -----------   -----------   -------------    -------------   -------------   -------------   ------------
<S>    <C>        <C>           <C>           <C>              <C>             <C>             <C>             <C>
   4    557,191   $53,700,000   $53,700,000             2.9%   Fee/Leasehold             360             360             60


  15    103,199   $21,500,000   $21,500,000             1.2%        Fee                  360             360            120
  19        390   $19,000,000   $19,000,000             1.0%        Fee                  336             336            116
  23    282,137   $17,120,000   $17,120,000             0.9%        Fee        Interest Only   Interest Only             60
  26        409   $16,540,000   $16,521,828             0.9%        Fee                  360             359            120
  31        182   $15,000,000   $15,000,000             0.8%        Fee                  360             360            120
  34    156,554   $14,480,000   $14,480,000             0.8%        Fee                  360             360            123

  41    115,348   $11,925,000   $11,925,000             0.6%   Fee/Leasehold             360             360            120
  46        172   $10,400,000   $10,400,000             0.6%        Fee                  360             360            120
  47        733   $10,390,000   $10,378,585             0.6%        Fee                  360             359            120
  54        382    $9,160,000    $9,149,993             0.5%        Fee                  360             359            120
  56         60    $9,000,000    $8,990,019             0.5%        Fee                  360             359            120
  58        192    $8,700,000    $8,700,000             0.5%        Fee                  360             360            117
  64               $7,700,000    $7,700,000             0.4%                             360             360            121
64a      32,281    $4,500,000    $4,500,000                         Fee
64b      23,708    $3,200,000    $3,200,000                         Fee
  69     43,074    $7,224,000    $7,224,000             0.4%        Fee                  360             360            120
  78        160    $6,200,000    $6,188,149             0.3%        Fee                  360             358             84
  81        213    $6,025,000    $6,025,000             0.3%        Fee                  360             360            120
  82     42,637    $5,900,000    $5,900,000             0.3%        Fee                  240             240            120
  84        115    $5,680,000    $5,680,000             0.3%        Fee                  360             360            120
  86     73,481    $5,550,000    $5,550,000             0.3%        Fee                  360             360            120
  89        236    $5,100,000    $5,084,415             0.3%        Fee                  360             357            120
  90     39,477    $5,000,000    $5,000,000             0.3%        Fee                  360             360            120
 103     14,560    $4,100,000    $4,095,596             0.2%        Fee                  360             359            120
 104     14,560    $4,085,000    $4,080,773             0.2%        Fee                  360             359            120
 106     12,917    $3,980,000    $3,975,725             0.2%        Fee                  360             359            120
 109     77,993    $3,923,506    $3,923,506             0.2%        Fee                  352             352            112
 111         92    $3,800,000    $3,800,000             0.2%        Fee                  360             360            120
 113        260    $3,600,000    $3,600,000             0.2%        Fee                  348             348             60
 114     14,490    $3,600,000    $3,596,177             0.2%        Fee                  360             359            120
 118               $3,500,000    $3,500,000             0.2%                             240             240            240
118a         18    $1,456,693    $1,456,693                         Fee
118b         18    $1,204,724    $1,204,724                         Fee
118c         12      $838,583      $838,583                         Fee
 119     32,452    $3,500,000    $3,500,000             0.2%        Fee        Interest Only   Interest Only             84
 121     15,035    $3,412,500    $3,408,640             0.2%        Fee                  360             359            120
 124     10,880    $3,375,000    $3,375,000             0.2%        Fee                  360             360            121
 125     24,197    $3,300,000    $3,300,000             0.2%        Fee                  360             360            120
 126         11    $3,300,000    $3,296,158             0.2%        Fee                  360             359             60
 131         92    $3,200,000    $3,200,000             0.2%        Fee                  360             360            120
 134     14,560    $3,128,000    $3,124,763             0.2%        Fee                  360             359            120
 135     24,784    $3,030,000    $3,030,000             0.2%        Fee                  360             360            120
 138        136    $3,000,000    $2,992,172             0.2%        Fee                  300             298            120
 142     30,490    $3,000,000    $3,000,000             0.2%        Fee                  360             360            121
 144     14,490    $2,900,000    $2,894,031             0.2%        Fee                  360             358            120
 145        256    $2,835,000    $2,831,903             0.2%        Fee                  360             359            120
 149     24,361    $2,700,000    $2,682,958             0.1%        Fee                  360             353            120
 150     14,560    $2,660,000    $2,657,088             0.1%        Fee                  360             359            120
 151     11,656    $2,650,000    $2,646,941             0.1%   Fee/Leasehold             360             359            120
 155        149    $2,450,000    $2,450,000             0.1%        Fee                  300             300            120
 157         80    $2,400,000    $2,397,395             0.1%        Fee                  360             359            120
 158     20,788    $2,370,000    $2,367,381             0.1%        Fee                  360             359            120
 164        100    $2,050,000    $2,047,760             0.1%        Fee                  360             359            120
 166     55,957    $2,000,000    $2,000,000             0.1%        Fee                  360             360            121
 179         80    $1,750,000    $1,739,069             0.1%        Fee                  300             295            120
 184     15,262    $1,600,000    $1,600,000             0.1%        Fee                  360             360            120
 185         72    $1,600,000    $1,600,000             0.1%        Fee                  360             360            120
 188     18,564    $1,500,000    $1,500,000             0.1%        Fee                  360             360            120
 198         18    $1,360,000    $1,357,372             0.1%        Fee                  360             358            120
 202         64    $1,300,000    $1,300,000             0.1%        Fee                  240             240            120
 204     10,459    $1,280,000    $1,278,750             0.1%        Fee                  360             359            120
 215     56,560    $1,000,000      $991,197             0.1%        Fee                  300             294             60
 216         42      $980,000      $978,448             0.1%        Fee                  300             299            120
 220         24      $800,000      $799,314            0.04%        Fee                  360             359            180

<CAPTION>
             Rem.
           Term to        Interest    Monthly                                   Primary          Master        Administration
 #     Maturity (1) (6)     Rate      Payment    ARD (7)    Defeasance (9)   Servicing Fee    Servicing Fee         Fees
----   ----------------   --------    --------   --------   --------------   -------------    -------------    --------------
<S>    <C>                <C>         <C>        <C>        <C>              <C>              <C>              <C>
   4                 60     4.4461%   $269,071     N/A           Yes                  0.02%            0.01%           0.0313%
                                                                                     0.015%
                                                                                     0.015%
  15                120     5.4200%   $120,998     N/A           Yes                  0.02%            0.01%           0.0313%
  19                115     5.4270%   $110,101     N/A           Yes                  0.02%            0.01%           0.0313%
  23                 60     5.0400%    $71,904     N/A            No                  0.02%            0.01%           0.0313%
  26                119     5.4800%    $93,705     N/A           Yes                  0.02%            0.01%           0.0313%
  31                119     5.4200%    $84,417     N/A           Yes                  0.02%            0.01%           0.0313%
  34                122     5.8900%    $85,794   2/1/2015        Yes                  0.02%            0.01%           0.0313%
                                                                                      0.00%
  41                119     5.4300%    $67,186     N/A           Yes                  0.02%            0.01%           0.0313%
  46                119     5.3440%    $58,036     N/A           Yes                  0.02%            0.01%           0.0313%
  47                119     5.4800%    $58,863     N/A           Yes                  0.02%            0.01%           0.0313%
  54                119     5.5100%    $52,067     N/A           Yes                  0.02%            0.01%           0.0313%
  56                119     5.4300%    $50,706     N/A           Yes                  0.02%            0.01%           0.0313%
  58                117     5.5710%    $49,786     N/A           Yes                  0.02%            0.01%           0.0313%
  64                121     5.3300%    $42,902     N/A           Yes                  0.10%            0.01%           0.1113%
64a
64b
  69                120     5.4850%    $40,949     N/A           Yes                  0.02%            0.01%           0.0313%
  78                 82     5.8000%    $36,379     N/A           Yes                  0.02%            0.01%           0.0313%
  81                120     5.3350%    $33,588     N/A           Yes                  0.02%            0.01%           0.0313%
  82                120     5.7000%    $41,255     N/A           Yes                  0.08%            0.01%           0.0913%
  84                120     5.3200%    $31,612     N/A           Yes                  0.02%            0.01%           0.0313%
  86                120     5.4400%    $31,304     N/A           Yes                  0.02%            0.01%           0.0313%
  89                117     5.6400%    $29,407     N/A           Yes                  0.02%            0.01%           0.0313%
  90                120     5.7250%    $29,099     N/A           Yes                  0.02%            0.01%           0.0313%
 103                119     5.6000%    $23,537     N/A           Yes                  0.05%            0.01%           0.0613%
 104                119     5.7970%    $23,961     N/A           Yes                  0.05%            0.01%           0.0313%
 106                119     5.6000%    $22,848     N/A           Yes                  0.02%            0.01%           0.0613%
 109                112     5.5190%    $22,524     N/A           Yes                  0.02%            0.01%           0.0313%
 111                120     5.6500%    $21,935     N/A           Yes                  0.02%            0.01%           0.0313%
 113                 60     5.2000%    $20,053     N/A           Yes                  0.02%            0.01%           0.0313%
 114                119     5.6610%    $20,806     N/A           Yes                  0.08%            0.01%           0.0913%
 118                240     5.7800%    $24,633     N/A           Yes                  0.02%            0.01%           0.0313%
118a
118b
118c
 119                 83     4.8800%    $14,233     N/A            No                  0.02%            0.01%           0.0313%
 121                119     5.3250%    $19,003     N/A           Yes                  0.02%            0.01%           0.0313%
 124                121     5.5000%    $19,163     N/A           Yes                  0.02%            0.01%           0.0313%
 125                120     5.3900%    $18,510     N/A           Yes                  0.02%            0.01%           0.0313%
 126                 59     5.1700%    $18,060     N/A           Yes                  0.02%            0.01%           0.0313%
 131                120     6.1100%    $19,413     N/A           Yes                  0.02%            0.01%           0.0313%
 134                119     5.7970%    $18,348     N/A           Yes                  0.02%            0.01%           0.0313%
 135                120     5.5900%    $17,375     N/A           Yes                  0.06%            0.01%           0.0713%
 138                118     6.2500%    $19,790     N/A           Yes                  0.02%            0.01%           0.0313%
 142                121     5.7990%    $17,601     N/A           Yes                  0.08%            0.01%           0.0913%
 144                118     5.4600%    $16,393     N/A           Yes                  0.02%            0.01%           0.0313%
 145                119     5.5100%    $16,115     N/A           Yes                  0.02%            0.01%           0.0313%
 149                113     6.0590%    $16,290     N/A           Yes                  0.02%            0.01%           0.0313%
 150                119     5.5000%    $15,103     N/A           Yes                  0.06%            0.01%           0.0713%
 151                119     5.2160%    $14,578     N/A           Yes                  0.02%            0.01%           0.0313%
 155                120     5.5270%    $15,085     N/A           Yes                  0.02%            0.01%           0.0313%
 157                119     5.5450%    $13,695     N/A           Yes                  0.08%            0.01%           0.0913%
 158                119     5.4500%    $13,382     N/A           Yes                  0.02%            0.01%           0.0313%
 164                119     5.5100%    $11,653     N/A           Yes                  0.02%            0.01%           0.0313%
 166                121     5.0960%    $10,854     N/A           Yes                  0.02%            0.01%           0.0313%
 179                115     6.4600%    $11,772     N/A           Yes                  0.02%            0.01%           0.0313%
 184                120     5.2330%     $8,818     N/A           Yes                  0.02%            0.01%           0.0313%
 185                120     5.1100%     $8,697     N/A           Yes                  0.02%            0.01%           0.0313%
 188                120     5.0900%     $8,135     N/A           Yes                  0.02%            0.01%           0.0313%
 198                118     5.7500%     $7,937     N/A           Yes                  0.02%            0.01%           0.0313%
 202                120     5.9000%     $9,239     N/A           Yes                  0.02%            0.01%           0.0313%
 204                119     6.1000%     $7,757     N/A           Yes                  0.02%            0.01%           0.0313%
 215                 54     5.6260%     $6,216     N/A           Yes                  0.02%            0.01%           0.0313%
 216                119     5.3900%     $5,954     N/A           Yes                  0.08%            0.01%           0.0913%
 220                179     6.7700%     $5,199     N/A           Yes                  0.02%            0.00%           0.0313%

<CAPTION>

       Letter of
 #      Credit
----   ---------
<S>    <C>
   4      N/A


  15      N/A
  19      N/A
  23      N/A
  26      N/A
  31      N/A
  34      N/A

  41      N/A
  46      N/A
  47      N/A
  54      N/A
  56      N/A
  58      N/A
  64      N/A
64a
64b
  69      N/A
  78      N/A
  81      N/A
  82      N/A
  84      N/A
  86      N/A
  89      N/A
  90      N/A
 103      N/A
 104      N/A
 106      N/A
 109      N/A
 111      N/A
 113      N/A
 114      N/A
 118      N/A
118a
118b
118c
 119      N/A
 121      N/A
 124      N/A
 125      N/A
 126      N/A
 131      N/A
 134      N/A
 135      N/A
 138      N/A
 142      N/A
 144      N/A
 145      N/A
 149      N/A
 150      N/A
 151      N/A
 155      N/A
 157      N/A
 158      N/A
 164      N/A
 166      N/A
 179      N/A
 184      N/A
 185      N/A
 188      N/A
 198      N/A
 202      N/A
 204      N/A
 215      N/A
 216      N/A
 220      N/A
</TABLE>

<PAGE>

                                   EXHIBIT B-4

                     SCHEDULE OF LEHMAN TRUST MORTGAGE LOAN

<TABLE>
<CAPTION>

                Loan Group                                                                 Zip
 #    Crossed       #          Property Name           Address           City     State   Code
---   -------   ----------   ------------------   ------------------   --------   -----   -----
<S>   <C>       <C>          <C>                  <C>                  <C>        <C>     <C>
  1                      1   Time Warner Retail   10 Columbus Circle   New York    NY     10019

<CAPTION>
                                                             Sq. Ft./                                 Percentage of
                            Mortgage                          Rooms/      Original       Cut-off         Initial         Fee/
 #                      Property Seller                        Pads       Balance      Balance (1)    Pool Balance     Leasehold
---   ----------------------------------------------------   --------   ------------   ------------   -------------    ---------
<S>   <C>                                                    <C>        <C>            <C>            <C>              <C>
  1   Column Financial, Inc. and Lehman Brothers Bank, FSB    343,161   $320,000,000   $320,000,000            17.1%      Fee

<CAPTION>
       Orig      Rem.         Orig             Rem.
      Amort.    Amort.      Term to          Term to        Interest     Monthly                                   Primary
 #     Term    Term (1)   Maturity (6)   Maturity (1) (6)     Rate       Payment     ARD (7)   Defeasance (9)   Servicing Fee
---   ------   --------   ------------   ----------------   --------    ----------   -------   --------------   -------------
<S>   <C>      <C>        <C>            <C>                <C>         <C>          <C>       <C>              <C>
  1      360        360            120                120     5.7670%   $1,870,890     N/A          Yes                0.0200%

<CAPTION>

         Master        Administration    Letter of
 #    Servicing Fee         Fees          Credit
---   -------------    --------------    ---------
<S>   <C>              <C>               <C>
  1          0.0100%           0.0313%      N/A
</TABLE>

<PAGE>

                                   EXHIBIT C-1

               LIST OF ADDITIONAL COLLATERAL TRUST MORTGAGE LOANS

                     Orangefair Marketplace Shopping Center
                    Shoppes of Paradise Isle Shopping Center
                          Valwood Industrial Portfolio
                     71-77 Summer Street and 184 High Street
                          1300 Parkwood Office Building
                        Greendale Centre Shopping Center
                               Valley North Center
                             Scottsdale Renaissance
                            222 & 312 Clematis Street
                         National Hwy 54 / Self Storage
                            Natividad Office Complex
                                 2150 Point Blvd
                       Kerrville Junction Shopping Center
                           Marina Apartments Portfolio
                             Shawnee Shopping Center
                            Ft. Dodge Shopping Center
                                 Clifty Crossing
                            Promenade Shopping Center
                               Valley North Center
                                   Dumar Plaza

<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

                               Hyperion Apartments
                               275 Madison Avenue
                        Autry Portfolio - Dona Ana I Apts
                    Autry Portfolio - Dona Ana II Apartments
                       Autry Portfolio - Valley Apartments
                  Autry Portfolio - Mountain View II Apartments
                 Autry Portfolio - Mountain View III Apartments
                      Autry Portfolio - Santa Fe Apartments

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5

            In connection with the administration of the Mortgage Files held by
or on behalf of you as trustee under the Pooling and Servicing Agreement, dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and you, as trustee (in such capacity, the "Trustee"), the undersigned as
Master Servicer hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1. Mortgage Loan paid in full. The undersigned hereby certifies that
            all amounts received in connection with the Mortgage Loan that are
            required to be credited to the Collection Account or, if applicable,
            a Mortgage Loan Combination Custodial Account pursuant to the
            Pooling and Servicing Agreement, have been or will be so credited.

______      2. 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 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.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                    ____________________________________________
                                    as Master Servicer

                                    By:_________________________________________
                                    Name:
                                    Title:

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5

            In connection with the administration of the Mortgage Files held by
or on behalf of you as trustee under a Pooling and Servicing Agreement, dated as
of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and you, as trustee (in such capacity, the "Trustee"), the undersigned as
Special Servicer hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1.    The Mortgage Loan is being foreclosed.

______      2. 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 days of our receipt thereof, 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
meanings ascribed to them in the Pooling and Servicing Agreement.

                                    ____________________________________________
                                    as Special Servicer

                                    By:_________________________________________
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT E

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
135 S. LaSalle Street Suite 1625                      Prior Payment:         N/A
Chicago, IL 60603                                     Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

Administrator:                                        Analyst:

                       Reporting Package Table of Contents

Issue Id:                            CSFB04C5
Monthly Data File Name:  CSFB04C5_YYYYMM_3.zip

                                                                         Page(s)
                                                                         -------
REMIC Certificate Report
Bond Interest Reconciliation
Cash Reconciliation Summary
15 Month Historical Loan Status Summary
15 Month Historical Payoff/Loss Summary
Historical Collateral Level Prepayment Report
Delinquent Loan Detail
Mortgage Loan Characteristics
Loan Level Detail
Specially Serviced Report
Modified Loan Detail
Realized Loss Detail
Appraisal Reduction Detail

Closing Date:               12/28/2004
First Payment Date:          1/18/2005
Assumed Final Payment Date: 12/15/2014

                               Contact Information

         Depositor: Credit Suisse First Boston Mortgage Securities Corp.
  Underwriters: Credit Suisse First Boston LLC, ABN AMRO Incorporated, KeyBanc
            Capital Markets, a Division of McDonald Investments Inc.,
                         and J.P. Morgan Securities Inc.
           Master Servicer: KeyCorp Real Estate Capital Markets, Inc.
                     Special Servicer: Lennar Partners, Inc.
                Rating Agency: Moody's Investors Service, Inc./
                       Standard & Poor's Ratings Services

       Information is available for this issue from the following sources

LaSalle Web Site                                                www.etrustee.net

LaSalle Factor Line                                               (800) 246-5761

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.

                                                                    Page 1 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
WAC:                                                  Next Payment:    2/17/2005
WA Life Term:                                         Record Date:    12/31/2004
WA Amort Term:
Current Index:
Next Index:

                           ABN AMRO Acct: XX-XXXX-XX-X

                            REMIC Certificate Report

<TABLE>
<CAPTION>
           Original       Opening    Principal    Principal       Negative      Closing     Interest      Interest    Pass-Through
Class   Face Value (1)    Balance     Payment    Adj. or Loss   Amortization    Balance      Payment     Adjustment       Rate (2)
CUSIP     Per 1,000      Per 1,000   Per 1,000    Per 1,000      Per 1,000     Per 1,000    Per 1,000    Per 1,000    Next Rate (3)
-----   --------------   ---------   ---------   ------------   ------------   ---------   -----------   ----------   -------------
<S>     <C>              <C>         <C>         <C>            <C>            <C>         <C>           <C>          <C>

                  0.00        0.00        0.00           0.00           0.00        0.00          0.00         0.00
                                                                       Total P&I Payment          0.00
</TABLE>

Notes:

(1)   N denotes notional balance not included in total

(2)   Interest Paid minus Interest Adjustment minus Deferred Interest
      equals Accrual

(3)   Estimated

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.

                                                                    Page 2 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                          Bond Interest Reconciliation

<TABLE>
<CAPTION>
                                                         Deductions
                                      ------------------------------------------------
           Accrual        Accrued                    Add         Deferred &
        -------------   Certificate   Allocable     Trust        Accretion    Interest
Class   Method   Days    Interest       PPIS       Expenses (1)   Interest     Losses
-----   ------   ----   -----------   ---------   ----------     ----------   --------
<S>     <C>      <C>    <C>           <C>         <C>            <C>          <C>

-----   ------   ----   -----------   ---------   ----------     ----------   --------
                               0.00        0.00         0.00           0.00       0.00

<CAPTION>
                       Additions
        --------------------------------------                               Remaining
           Prior       Prepay-       Other       Distributable   Interest   Outstanding
        Int. Short-     ment        Interest      Certificate    Payment     Interest
Class    falls Due    Penalties   Proceeds (2)     Interest       Amount    Shortfalls
-----   -----------   ---------   ------------   -------------   --------   -----------
<S>     <C>           <C>         <C>            <C>             <C>        <C>

-----   -----------   ---------   ------------   -------------   --------   -----------
               0.00        0.00           0.00            0.00       0.00          0.00

<CAPTION>


    Credit Support
----------------------
Original   Current (3)
--------   -----------
<S>        <C>

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

</TABLE>

(1)   Additional Trust Expenses are fees allocated directly to the bond
      resulting in a deduction to accrued interest and not carried as an
      outstanding shortfall.

(2)   Other Interest Proceeds include default interest, PPIE and Recoveries of
      Interest.

(3)   Determined as follows: (A) the ending balance of all the classes less (B)
      the sum of (i) the ending balance of the class and (ii) the ending balance
      of all classes which are not subordinate to the class divided by (A).

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 3 of 18
<PAGE>
              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                           Cash Reconciliation Summary

                                Interest Summary

Current Scheduled Interest
Less Deferred Interest
Plus Advance Interest
Plus Unscheduled Interest
PPIS Reducing Scheduled Interest
Less Total Fees Paid To Servicer
Plus Fees Advanced for PPIS
Less Fee Strips Paid by Servicer
Less Misc. Fees & Expenses
Less Non Recoverable Advances
-------------------------------------------------------------------------------
Interest Due Trust
-------------------------------------------------------------------------------
Less Trustee Fee
Less Fee Strips Paid by Trust
Less Misc. Fees Paid by Trust
-------------------------------------------------------------------------------
Remittance Interest
-------------------------------------------------------------------------------


                              Servicing Fee Summary

Current Servicing Fees
Plus Fees Advanced for PPIS
Less Reduction for PPIS
Plus Unscheduled Servicing Fees
-------------------------------------------------------------------------------
Total Servicing Fees Paid
-------------------------------------------------------------------------------



                                  PPIS Summary

Gross PPIS
Reduced by PPIE
Reduced by Shortfalls in Fees
Reduced by Other Amounts
-------------------------------------------------------------------------------
PPIS Reducing Scheduled Interest
-------------------------------------------------------------------------------
PPIS Reducing Servicing Fee
-------------------------------------------------------------------------------
PPIS Due Certificate
-------------------------------------------------------------------------------


                              Pool Balance Summary
-------------------------------------------------------------------------------
                                                   Balance          Count
-------------------------------------------------------------------------------
Beginning Pool
Scheduled Principal Distribution
Unscheduled Principal Distribution
Deferred Interest
Liquidations
Repurchases
Ending Pool
-------------------------------------------------------------------------------



                                Principal Summary
Scheduled Principal:
--------------------
Current Scheduled Principal
Advanced Scheduled Principal
-------------------------------------------------------------------------------
Scheduled Principal Distribution
-------------------------------------------------------------------------------
Unscheduled Principal:
-------------------------------------------------------------------------------
Curtailments
Prepayments in Full
Liquidation Proceeds
Repurchase Proceeds
Other Principal Proceeds
-------------------------------------------------------------------------------
Unscheduled Principal Distribution
-------------------------------------------------------------------------------
Remittance Principal
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Servicer Wire Amount
-------------------------------------------------------------------------------



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                       Advances
                                                       --------
    Prior Outstanding              Current Period                   Recovered                  Ending Outstanding
Principal       Interest      Principal       Interest        Principal    Interest      Principal            Interest
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>            <C>             <C>           <C>           <C>                  <C>


---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                    Page 4 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

           Asset Backed Facts ~15 Month Historical Loan Status Summary

<TABLE>
<CAPTION>
                                    Delinquency Aging Categories                                Special Event Categories (1)
              -------------------------------------------------------------------------  -------------------------------------------
                 Delinq         Delinq         Delinq                                                     Specially
                 1 Month       2 Months       3+ Months     Foreclosure        REO       Modifications    Serviced      Bankruptcy
Distribution  -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Date       #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance   #    Balance
------------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------  ----  -------
<S>           <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>
01/18/05
____________  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______
____________  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______
____________  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______  ____  _______
</TABLE>

(1)   Note:  Modification, Specially Serviced & Bankruptcy Totals are Included
      in the Appropriate Delinquency Aging Category

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 5 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

           Asset Backed Facts ~15 Month Historical Payoff/Loss Summary

<TABLE>
<CAPTION>
                     Ending                                    Appraisal    Liquidations     Realized     Remaining        Curr
                    Pool (1)     Payoffs (2)    Penalties     Reduct. (2)        (2)        Losses (2)      Term       Weighted Avg.
 Distribution    -------------  -------------  ------------  -------------  -------------  ------------  ------------  -------------
     Date         #    Balance   #    Balance   #    Amount   #    Balance   #    Balance   #    Amount  Life  Amort.  Coupon  Remit
---------------  ----  -------  ----  -------  ----  ------  ----  -------  ----  -------  ----  ------  ----  ------  ------  -----
<S>              <C>   <C>      <C>   <C>      <C>   <C>     <C>   <C>      <C>   <C>      <C>   <C>     <C>   <C>     <C>     <C>
   01/18/05
_______________  ____  _______  ____  _______  ____  ______  ____  _______  ____  _______  ____  ______  ____  ______  ______  _____
_______________  ____  _______  ____  _______  ____  ______  ____  _______  ____  _______  ____  ______  ____  ______  ______  _____
_______________  ____  _______  ____  _______  ____  ______  ____  _______  ____  _______  ____  ______  ____  ______  ______  _____
</TABLE>

(1) Percentage based on pool as of cutoff.

(2) Percentage based on pool as of beginning of period.

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 6 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                  Historical Collateral Level Prepayment Report

<TABLE>
<CAPTION>
Disclosure   Distribution    Initial            Payoff   Penalty   Prepayment   Maturity   Property
Control #        Date        Balance     Code   Amount   Amount       Date        Date       Type        State
----------   ------------   ----------   ----   ------   -------   ----------   --------   --------   ----------
<S>          <C>            <C>          <C>    <C>      <C>       <C>          <C>        <C>        <C>
                      Cumulative                     0         0


<CAPTION>
                                  Remaining Term
Disclosure                   -----------------------   Note
Control #         DSCR          Life        Amort.     Rate
----------    ------------   ----------   ---------  --------
<S>           <C>            <C>          <C>        <C>

</TABLE>

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 7 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                             Delinquent Loan Detail

<TABLE>
<CAPTION>
 Disclosure     Paid                 Outstanding   Out. Property                        Special
    Doc         Thru   Current P&I       P&I        Protection         Advance         Servicer      Foreclosure   Bankruptcy   REO
  Control #     Date     Advance     Advances**      Advances      Description (1)   Transfer Date      Date          Date      Date
-------------   ----   -----------   -----------   -------------   ---------------   -------------   -----------   ----------   ----
<S>             <C>    <C>           <C>           <C>             <C>               <C>             <C>           <C>          <C>

</TABLE>

A.    P&I Advance - Loan in Grace Period

B.    P&I Advance - Late Payment but < 1 month delinq

1.    P&I Advance - Loan delinquent 1 month

2.    P&I Advance - Loan delinquent 2 months

3.    P&I Advance - Loan delinquent 3 months or More

4.    Matured Balloon/Assumed Scheduled Payment


**    Outstanding P&I Advances include the current period P&I Advance

12/30/2004 - 18:42 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 8 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                          Mortgage Loan Characteristics

                       Distribution of Principal Balances

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Current Scheduled Balances                Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance
</TABLE>

                Distribution of Remaining Term (Fully Amortizing)

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Fully Amortizing Mortgage Loans           Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Minimum Remaining Term
Maximum Remaining Term
</TABLE>

                     Distribution of Mortgage Interest Rates

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Current Mortgage Interest Rate            Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Minimum Mortgage Interest Rate 10.0000%
Maximum Mortgage Interest Rate 10.0000%
</TABLE>

                    Distribution of Remaining Term (Balloon)

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                          # of    Scheduled    % of      --------------------
Balloon Mortgage Loans                    Loans    Balance    Balance    Term   Coupon   DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>
0 to 60
61 to 120
121 to 180
181 to 240
241 to 360
---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Minimum Remaining Term 0
Maximum Remaining Term 0
</TABLE>

12/30/2004 - 18:43 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                    Page 9 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                          Mortgage Loan Characteristics

                         Distribution of DSCR (Current)

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Debt Service Coverage Ratio               Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Maximum DSCR
Minimum DSCR
</TABLE>

                          Distribution of DSCR (Cutoff)

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Debt Service Coverage Ratio               Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
Maximum DSCR 0.00
Minimum DSCR 0.00
</TABLE>

                             Geographic Distribution

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
State                                     Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0                  0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

12/30/2004 - 18:43 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 10 of 18
<PAGE>
              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                          Mortgage Loan Characteristics

                         Distribution of Property Types

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Property Types                            Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                        Distribution of Amortization Type

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Current Scheduled Balances                Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                         Distribution of Loan Seasoning

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Number of Years                           Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0           0      0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                       Distribution of Year Loans Maturing

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Year                                      Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009 & Longer
---------------------------------------   -----   ---------   -------    ----   ------   ----
                                              0                  0.00%
---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

12/30/2004 - 18:43 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 11 of 18
<PAGE>
              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                          Mortgage Loan Characteristics
                  Adjustable Rate Mortgage Loan Characteristics

                          Distribution of Maximum Rates

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Maximum Rates                             Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                          Distribution of Minimum Rates

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Minimum Rates                             Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                       Distribution of Payment Adjustment

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Payment Adjustment Frequency              Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                    Distribution of Indices of Mortgage Loans

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Indices                                   Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                      Distribution of Mortgage Loan Margins

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Mortgage Loan Margins                     Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

                         Distribution of Rate Adjustment

<TABLE>
<CAPTION>
                                          # of    Scheduled    % of
Interest Adjustment Frequency             Loans    Balance    Balance    WAMM    WAC     DSCR
---------------------------------------   -----   ---------   -------    ----   ------   ----
<S>                                       <C>     <C>         <C>        <C>    <C>      <C>

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

---------------------------------------   -----   ---------   -------    ----   ------   ----
</TABLE>

12/30/2004 - 18:43 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 12 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                                Loan Level Detail

<TABLE>
<CAPTION>
                                                   Operating               Ending
Disclosure         Property                        Statement   Maturity   Principal   Note
Control #    Grp     Type     State   DSCR   NOI     Date        Date      Balance    Rate
----------   ---   --------   -----   ----   ---   ---------   --------   ---------   ----
<S>          <C>   <C>        <C>     <C>    <C>   <C>         <C>        <C>         <C>

----------   ---   --------   -----   ----   ---   ---------   --------   ---------   ----
                              W/Avg   0.00     0                                  0

<CAPTION>
                                Spec.           Loan           Prepayment
Disclosure   Scheduled   Mod.   Serv    ASER   Status    -----------------------
Control #       P&I      Flag   Flag    Flag   Code  (1)  Amount   Penalty   Date
----------   ---------   ----   -----   ----   --------- ------   -------   ----
<S>          <C>         <C>    <C>     <C>    <C>       <C>      <C>       <C>

----------   ---------   ----   -----   ----   --------- ------   -------   ----
                     0                                        0         0
</TABLE>

*     NOI and DSCR, if available and reportable under the terms of the Pooling
      and Servicing Agreement, are based on information obtained from the
      related borrower, and no other party to the agreement shall be held liable
      for the accuracy or methodology used to determine such figures.

(1)   Legend:

A.    P&I Adv - in Grace Period

B.    P&I Adv - < one month delinq

1.    P&I Adv - delinquent 1 month

2.    P&I Adv - delinquent 2 months

3.    P&I Adv - delinquent 3+ months

4.    Mat. Balloon/Assumed P&I

5.    Prepaid in Full

6.    Specially Serviced

7.    Foreclosure

8.    Bankruptcy

9.    REO

10.   DPO

11.   Modification

12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 13 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                    Specially Serviced (Part I) ~ Loan Detail

<TABLE>
<CAPTION>
                                Balance                           Remaining Term
 Disclosure    Transfer    -----------------    Note   Maturity   --------------   Property                        NOI
  Control #      Date      Scheduled   Actual   Rate     Date     Life   Amort.      Type     State   NOI   DSCR   Date
------------   --------    ---------   ------   ----   --------   ----   -------   --------   -----   ---   ----   ----
<S>            <C>         <C>         <C>      <C>    <C>        <C>    <C>       <C>        <C>     <C>   <C>    <C>

------------   --------    ---------   ------   ----   --------   ----   -------   --------   -----   ---   ----   ----
</TABLE>


12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 14 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

          Specially Serviced Loan Detail (Part II) ~ Servicer Comments

Disclosure   Resolution
Control #     Strategy                           Comments
----------   ----------   ------------------------------------------------------

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

12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 15 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                              Modified Loan Detail

Disclosure   Modification   Modification            Modification
Control #        Date           Code                Description
----------   ------------   ------------   ------------------------------

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

12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 16 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                              Realized Loss Detail

<TABLE>
<CAPTION>
                                                                              Gross                                 Net
                                                                            Proceeds                             Proceeds
                                                       Beginning            as a % of   Aggregate       Net       as a %
   Distribution      Disclosure  Appraisal  Appraisal  Scheduled   Gross      Sched    Liquidation  Liquidation  of Sched.  Realized
      Period         Control #     Date       Value     Balance   Proceeds  Principal  Expenses *    Proceeds     Balance     Loss
-------------------  ----------  ---------  ---------  ---------  --------  ---------  -----------  -----------  ---------  --------
<S>                  <C>         <C>        <C>        <C>        <C>       <C>        <C>          <C>          <C>        <C>

-------------------  ----------  ---------  ---------  ---------  --------  ---------  -----------  -----------  ---------  --------
Current Total                                               0.00      0.00                    0.00         0.00                 0.00
Cumulative                                                  0.00      0.00                    0.00         0.00                 0.00
</TABLE>

*     Aggregate liquidation expenses also include outstanding P&I advances and
      unpaid servicing fees, unpaid trustee fees, etc.

12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 17 of 18
<PAGE>

              Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2004-C5

ABN AMRO                                              Statement Date:  1/18/2005
LaSalle Bank N.A.                                     Payment Date:    1/18/2005
                                                      Prior Payment:         N/A
                                                      Next Payment:    2/17/2005
                                                      Record Date:    12/31/2004

                           ABN AMRO Acct: XX-XXXX-XX-X

                           Appraisal Reduction Detail

<TABLE>
<CAPTION>

                                                              Remaining Term                          Appraisal
Disclosure  Appraisal  Scheduled  Reduction   Note  Maturity  --------------  Property               -----------
 Control #  Red. Date   Balance     Amount    Rate    Date    Life   Amort.     Type    State  DSCR  Value  Date
----------  ---------  ---------  ---------   ----  --------  ----  --------  --------  -----  ----  -----  ----
<S>         <C>        <C>        <C>         <C>   <C>       <C>   <C>       <C>       <C>    <C>   <C>    <C>

----------  ---------  ---------  ---------   ----  --------  ----  --------  --------  -----  ----  -----  ----
</TABLE>

12/30/2004 - 18:45 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
                                                                   Page 18 of 18

<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer"), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer"), LaSalle Bank National
Association, as certificate administrator (in such capacity, the "Certificate
Administrator") and paying agent, and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

            3. The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of another person that is itself a Qualified
Institutional Buyer. In determining whether the Transferee is a Qualified
Institutional Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter has relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):

      ___   (a) The Transferee's most recent publicly available financial
            statements, which statements present the information as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (b) The most recent publicly available information appearing in
            documents filed by the Transferee with the Securities and Exchange
            Commission or another United States federal, state, or local
            governmental agency or self-regulatory organization, or with a
            foreign governmental agency or self-regulatory organization, which
            information is as of a date within 16 months preceding the date of
            sale of the Transferred Certificates in the case of a U.S. purchaser
            and within 18 months preceding such date of sale in the case of a
            foreign purchaser; or

      ___   (c) The most recent publicly available information appearing in a
            recognized securities manual, which information is as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (d) A certification by the chief financial officer, a person
            fulfilling an equivalent function, or other executive officer of the
            Transferee, specifying the amount of securities owned and invested
            on a discretionary basis by the Transferee as of a specific date on
            or since the close of the Transferee's most recent fiscal year, or,
            in the case of a Transferee that is a member of a "family of
            investment companies", as that term is defined in Rule 144A, a
            certification by an executive officer of the investment adviser
            specifying the amount of securities owned by the "family of
            investment companies" as of a specific date on or since the close of
            the Transferee's most recent fiscal year.

      ___   (e)   Other. (Please specify brief description of method)___________
                  ______________________________________________________________
                  ______________________________________________________________

            4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:

            (a) the following instruments and interests shall be excluded:
      securities of issuers that are affiliated with such entity; securities
      that are part of an unsold allotment to or subscription by such entity, if
      such entity is a dealer; securities of issuers that are part of such
      entity's "family of investment companies", if such entity is a registered
      investment company; bank deposit notes and certificates of deposit; loan
      participations; repurchase agreements; securities owned but subject to a
      repurchase agreement; and currency, interest rate and commodity swaps;

            (b) the aggregate value of the securities shall be the cost of such
      securities, except where the entity reports its securities holdings in its
      financial statements on the basis of their market value, and no current
      information with respect to the cost of those securities has been
      published, in which case the securities may be valued at market; and

            (c) securities owned by subsidiaries of the entity that are
      consolidated with the entity in its financial statements prepared in
      accordance with generally accepted accounting principles may be included
      if the investments of such subsidiaries are managed under the direction of
      the entity, except that, unless the entity is a reporting company under
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
      securities owned by such subsidiaries may not be included if the entity
      itself is a majority-owned subsidiary that would be included in the
      consolidated financial statements of another enterprise.

            5. The Transferor or a person acting on its behalf has taken
reasonable steps to ensure that the Transferee is aware that the Transferor is
relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.

            6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferor)

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer"), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer"), LaSalle Bank National
Association, as certificate administrator (in such capacity, the "Certificate
Administrator") and paying agent, and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor,
the Certificate Administrator and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "Securities Act"), would render the disposition of the Transferred
      Certificates a violation of Section 5 of the Securities Act or any state
      securities laws, or would require registration or qualification of the
      Transferred Certificates pursuant to the Securities Act or any state
      securities laws.

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferor)

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

<PAGE>

                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ____,
            having an initial aggregate [Certificate Principal Balance]
            [Certificate Notional Amount] as of December 28, 2004 (the "Issue
            Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to and agrees with you, as
Certificate Registrar, and for the benefit of the Depositor, the Certificate
Administrator and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferor)

                                    By:_________________________________________
                                       Name:____________________________________

<PAGE>

                                  EXHIBIT F-1D

                        FORM II OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ____,
            having an initial aggregate [Certificate Principal Balance]
            [Certificate Notional Amount] as of December 28, 2004 (the "Issue
            Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to and agrees with you, as
Certificate Registrar, and for the benefit of the Depositor, the Certificate
Administrator and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. At the time the buy order was originated, the Transferor
reasonably believed that the Transferee was outside the United States, its
territories and possessions.

            3. If the Transferor is a distributor (within the meaning of Rule
902(d) under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through a physical trading
      floor of an established foreign securities exchange that is located
      outside the United States, its territories and possessions;

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) all offers and sales, if any, of the Transferred
      Certificates by or on behalf of the Transferor prior to the expiration of
      the distribution compliance period specified in category 2 or 3 (paragraph
      (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable,
      have been and will be made only in accordance with the provisions of Rule
      903 or Rule 904 under the Securities Act, pursuant to registration of the
      Transferred Certificates under the Securities Act, or pursuant to an
      available exemption from the registration requirements of the Securities
      Act;

                  (d) all offering materials and documents (other than press
      releases), if any, used in connection with offers and sales of the
      Transferred Certificates by or on behalf of the Transferor prior to the
      expiration of the distribution compliance period specified in category 2
      or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as
      applicable, complied with the requirements of Rule 902(g)(2) under the
      Securities Act; and

                  (e) if the Transferee is a distributor, a dealer or a person
      receiving a selling concession, a fee or other remuneration and the offer
      or sale of the Transferred Certificates thereto occurs prior to the
      expiration of the applicable 40-day distribution compliance period, the
      Transferor has sent a confirmation or other notice to the Transferee that
      the Transferee is subject to the same restrictions on offers and sales
      that apply to a distributor.

            4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through the facilities of a
      designated offshore securities market described in paragraph (b) of Rule
      902 under the Securities Act, and neither the Transferor nor anyone acting
      on its behalf knows that such transaction has been prearranged with a
      buyer in the United States, its territories and possessions;

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) if the Transferee is a dealer or a person receiving a
      selling concession, a fee or other remuneration and the offer or sale of
      the Transferred Certificates thereto occurs prior to the expiration of the
      applicable 40-day distribution compliance period, the Transferor has sent
      a confirmation or other notice to the Transferee stating that the
      Transferred Certificates may be offered and sold during the distribution
      compliance period only in accordance with the provisions of Regulation S
      under the Securities Act, pursuant to registration of the Transferred
      Certificates under the Securities Act or pursuant to an available
      exemption from the registration requirements of the Securities Act.

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferor)

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer"), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer"), LaSalle Bank National
Association, as certificate administrator (in such capacity, the "Certificate
Administrator") and paying agent, and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor,
the Certificate Administrator and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferee)

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                             Nominee Acknowledgment
                             ----------------------

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                     ___________________________________________
                                    (Nominee)

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) the Transferee [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under
            subsection (a)(1) of Rule 144A pursuant to which it qualifies.
            Note that registered investment companies should complete Annex 2
            rather than this Annex 1.)__________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

            ___ ___   Will the Transferee be purchasing the Transferred
            Yes  No   Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                    ____________________________________________
                                    Print Name of Transferee

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________
                                    Date:_______________________________________

--------
(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.


<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

            ___ ___   Will the Transferee be purchasing the Transferred
            Yes No    Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                    Print Name of Transferee or Adviser

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    IF AN ADVISER:

                                    Print Name of Transferee

                                    Date:_______________________________________

<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5
[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Transferred Certificates pursuant to Section 5.02 of
the Pooling and Servicing Agreement dated as of December 1, 2004 (the "Pooling
and Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer"), Lennar Partners, Inc., as
special servicer (in such capacity, the "Special Servicer"), LaSalle Bank
National Association, as certificate administrator (in such capacity, the
"Certificate Administrator") and paying agent, and Wells Fargo Bank, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

            2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1B to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or as Exhibit F-2B to
the Pooling and Servicing Agreement; or (C) an Opinion of Counsel satisfactory
to the Certificate Registrar that the transfer may be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding the transfer from the prospective transferor and/or
prospective transferee upon which such Opinion of Counsel is based.

            3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT 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 (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

            6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,

                                    By:_________________________________________
                                            (Transferee)

                                    Name:
                                    Title:


                             Nominee Acknowledgment
                             ----------------------

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                    ____________________________________________
                                    (Nominee)

                                    By:_________________________________________
                                    Name:
                                    Title:

<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, the Trustee, the Certificate Administrator and
the Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT 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 (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. The Transferee has been furnished with all information regarding
(a) The Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement, and (e) all related matters, that it has requested.

                                    Very truly yours,

                                    (Transferee)

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) [the Transferee] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale for a foreign bank or equivalent
            institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under
            subsection (a)(1) of Rule 144A pursuant to which it qualifies.
            Note that registered investment companies should complete Annex 2
            rather than this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

            ____  ____   Will the Transferee be acquiring interests in
            Yes   No     the Transferred Certificates only for the Transferee's
                         own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                    (Transferee)

                                    By:_________________________________________
                                    Name:
                                    Title:
                                    Date:


--------------
(1)   Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.


<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more Transfers to the Transferee will be in reliance on Rule 144A.

            ____  ____   Will the Transferee be acquiring interests in the
            Yes   No     Transferred Certificates only for the Transferee's own
                         account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                    (Transferee or Adviser)

                                    By:_________________________________________
                                    Name:
                                    Title:

                                    IF AN ADVISER:

                                    ____________________________________________
                                    Print Name of Transferee

                                    Date:

<PAGE>

                                  EXHIBIT F-2D

                      FORM II OF TRANSFEREE CERTIFICATE FOR
              TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, the Trustee, the Certificate Administrator and
the Certificate Registrar, that:

            1. The Transferee is not a United States Securities Person. For
purposes of this certification, "United States Securities Person" means (i) any
natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and so settler if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a United States Securities Person, (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States,
other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional fiduciary organized, incorporated or
(if any individual) resident in the United States, (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by "accredited investors" (as
defined in Rule 501(a)) under the United States Securities Act of 1933, as
amended (the "Securities Act"), who are not natural persons, estates or trusts;
provided, however, that the International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations and
their agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) is sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT 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 (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorized
you to produce this certification to any interested party in such proceedings.

Dated: __________, ____

                                    By:_________________________________________
                                    As, or agent for, the beneficial owner(s)
                                    of the Certificates to which this
                                    certificate relates

<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer"), Lennar Partners, Inc., as special
servicer (in such capacity, the "Special Servicer"), LaSalle Bank National
Association, as certificate administrator (in such capacity, the "Certificate
Administrator") and paying agent, and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"). All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you as Certificate Registrar, as follows (check the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan or other employee
            benefit plan or arrangement, including an individual retirement
            account or annuity, a Keogh plan or a collective investment fund or
            separate account in which such plans, accounts or arrangements are
            invested, including an insurance company general account, that is
            subject to ERISA or Section 4975 of the Code (each, a "Plan"), nor
            (B) a Person who is directly or indirectly purchasing the
            Transferred Certificates on behalf of, as named fiduciary of, as
            trustee of, or with assets of a Plan; or

      ___   The Transferee is using funds from an insurance company general
            account to acquire the Transferred Certificates, however, the
            purchase and holding of such Certificates by such Person is exempt
            from the prohibited transaction provisions of Section 406 of ERISA
            and Section 4975 of the Code by reason of Sections I and III of
            Prohibited Transaction Class Exemption 95-60.

      ___   The Transferred Certificates are Class ___ Certificates, an interest
            in which is being acquired by or on behalf of a Plan in reliance on
            the individual prohibited transaction exemption issued by the U.S.
            Department of Labor to Credit Suisse First Boston LLC (PTE 89-90),
            and such Plan (X) is an accredited investor as defined in Rule
            501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Certificate Administrator, the Depositor, any Mortgage
            Loan Seller, the Master Servicer, the Special Servicer, any
            Exemption-Favored Party, any Sub-Servicer or any Borrower with
            respect to any Trust Mortgage Loan or group of Trust Mortgage Loans
            that represents more than 5% of the aggregate unamortized principal
            balance of the Trust Mortgage Loans determined on the date of the
            initial issuance of the Certificates, or by an Affiliate of any such
            Person, and (Z) agrees that it will obtain from each of its
            Transferees to which it transfers an interest in the Transferred
            Certificates, a written representation that such Transferee, if a
            Plan, satisfies the requirements of the immediately preceding
            clauses (X) and (Y), together with a written agreement that such
            Transferee will obtain from each of its Transferees that are Plans a
            similar written representation regarding satisfaction of the
            requirements of the immediately preceding clauses (X) and (Y).

                                    Very truly yours,

                                    ____________________________________________
                                    (Transferee)

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of December 28, 2004 (the "Closing
            Date") of $__________] [evidencing a ____% Percentage Interest in
            the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association, as certificate
administrator (in such capacity, the "Certificate Administrator") and paying
agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan, an employee benefit
            plan or other retirement arrangement, including an individual
            retirement account or annuity, a Keogh plan or a collective
            investment fund or separate account in which such plans, accounts or
            arrangements are invested, including an insurance company general
            account, that is subject to Section 406 of ERISA or Section 4975 of
            the Code (each, a "Plan"), nor (B) a Person who is directly or
            indirectly purchasing an interest in the Transferred Certificates on
            behalf of, as named fiduciary of, as trustee of, or with assets of,
            a Plan;

      ___   The Transferee is using funds from an insurance company general
            account to acquire an interest in the Transferred Certificates,
            however, the purchase and holding of such interest by such Person is
            exempt from the prohibited transaction provisions of Section 406 of
            ERISA and Section 4975 of the Code by reason of Sections I and III
            of Prohibited Transaction Class Exemption 95-60; or

      ___   The Transferred Certificates are Class ____ Certificates, an
            interest in which is being acquired by or on behalf of a Plan in
            reliance on the individual prohibited transaction exemption issued
            by the U.S. Department of Labor to Credit Suisse First Boston LLC
            (PTE 89-90), and such Plan (X) is an accredited investor as defined
            in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Certificate Administrator, the Depositor, any Mortgage
            Loan Seller, the Master Servicer, the Special Servicer, any
            Exemption-Favored Party, any Sub-Servicer or any Borrower with
            respect to any Trust Mortgage Loan or group of Trust Mortgage Loans
            that represents more than 5% of the aggregate unamortized principal
            balance of the Trust Mortgage Loans determined on the date of the
            initial issuance of the Certificates, or by an Affiliate of any such
            Person, and (Z) agrees that it will obtain from each of its
            Transferees to which it transfers an interest in the Transferred
            Certificates, a written representation that such Transferee, if a
            Plan, satisfies the requirements of the immediately preceding
            clauses (X) and (Y), together with a written agreement that such
            Transferee will obtain from each of its Transferees that are Plans a
            similar written representation regarding satisfaction of the
            requirements of the immediately preceding clauses (X) and (Y).

                                    ____________________________________________
                                    (Transferee)

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>

                                   EXHIBIT H-1

                FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT
               FOR TRANSFERS OF [CLASS R] [CLASS LR] CERTIFICATES

STATE OF                      )
                              ) ss:
COUNTY OF                     )

            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C5,
[Class R] [Class LR] Certificates, evidencing a ___% Percentage Interest in such
Class (the "Residual Interest Certificates")), a _________________ duly
organized and validly existing under the laws of ____________________, on behalf
of which he/she makes this affidavit. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement pursuant to which the Residual Interest
Certificates were issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Freddie Mac, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).

            3. The Transferee is aware (i) of the tax that would be imposed
under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (ii) that such tax would be on the transferor or, if
such transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Interest Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulation Section 1.860E-1(c) and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer is to enable the transferor to impede the assessment or collection of
tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee. In addition,
the Transferee will honor all the restrictions set forth herein upon any
subsequent transfers of the [Class R] [Class LR] Certificates.

            7. The Transferee's taxpayer identification number is ____________.

            8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii) of
Section 5.02(d) which authorizes the Certificate Administrator to deliver
payments on the Residual Interest Certificates to a Person other than the
Transferee and negotiate a mandatory sale of the Residual Interest Certificates,
in either case, in the event that the Transferee holds such Residual Interest
Certificates in violation of Section 5.02(d)); and the Transferee expressly
agrees to be bound by and to comply with such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. Check the applicable paragraph:

            [ ]   The present value of the anticipated tax liabilities
associated with holding the [Class R] [Class LR] Certificate, as applicable,
does not exceed the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such [Class R] [Class 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 Certificate as the related REMIC generates
                  losses.

For purposes of this calculation, (i) the Transferee 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 Transferee 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
Transferee.

            [ ]   The transfer of the [Class R] [Class LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from [Class R] [Class LR] Certificate will only
                  be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the [Class R] [Class LR]
                  Certificate only to another "eligible corporation," as defined
                  in U.S. Treasury Regulation 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 1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the [Class R] [Class 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 Transferee) that it has
                  determined in good faith.

                  None of the above.

            11. The Transferee will not cause the income from the Residual
Interest Certificate to be attributed to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
Transferee or any other United States Person.

            12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Interest Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Certificates.

            For purposes of this affidavit, a "United States Person" is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in, or under the laws of, the United States, any
State thereof or the District of Columbia, an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States Tax Persons have the authority to
control all substantial decisions of the trust, all within the meaning of
Section 7701(a)(30) of the Code.

<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.

                                    [TRANSFEREE]

                                    By:_________________________________________
                                    [Name of Officer]
                                    [Title of Officer]

[Corporate Seal]

ATTEST:

_________________________________
[Assistant] Secretary

            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 Transferee, 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 Transferee

            Subscribed and sworn before me this ______ day of _______, ____.


_____________________________
NOTARY PUBLIC

COUNTY OF   ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.

<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                        [CLASS R] [CLASS LR] CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5, [Class R] [Class
            LR] Certificates, evidencing a ____% Percentage Interest in such
            Class (the "Residual Interest Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Interest Certificates, pursuant to the Pooling and Servicing
Agreement dated as of December 1, 2004 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp. as depositor, KeyCorp
Real Estate Capital Markets, Inc., as master servicer (in such capacity, the
"Master Servicer"), Lennar Partners, Inc., as special servicer (in such
capacity, the "Special Servicer"), LaSalle Bank National Association, as
certificate administrator (in such capacity, the "Certificate Administrator")
and paying agent, and Wells Fargo Bank, N.A., as trustee (in such capacity, the
"Trustee"). All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.

                                    Very truly yours,

                                    [TRANSFEROR]

                                    By:_________________________________________
                                    (Transferor)
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT I

                                    RESERVED

<PAGE>

                                    EXHIBIT J

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF                )
                        )  ss.:
COUNTY OF               )

            ________________________, ______________________, being duly sworn,
deposes and says:

            1. that he/she is an authorized signatory of _________________ (the
"Noteholder");

            2. that the Noteholder is the owner and holder of a mortgage loan in
the original principal amount of $____________________ secured by a mortgage
(the "Mortgage") on the premises known as __________________________________,
located in ____________________;

            3. that the Noteholder, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:

            a note in the original sum of $___________ made by _______________,
to __________________________, under date of ___________ (the "Note");

            4. that the Note is now owned and held by the Noteholder;

            5. that the Note has not been paid-off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

            6. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except the Noteholder; and

            7. upon assignment of the Note by the Noteholder to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to Wells Fargo Bank, N.A., as trustee,
(the "Trustee") for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2004-C5 (which assignment may, at the discretion of the Depositor, be made
directly by the Noteholder to the Trustee), the Noteholder covenants and agrees
(a) to promptly deliver to the Trustee the original Note if it is subsequently
found, and (b) to indemnify and hold harmless the Trustee and its successors and
assigns from and against any and all costs, expenses and monetary losses arising
as a result of the Noteholder's or the Depositor's failure to deliver said
original Note to the Trustee.

                                    NAME OF NOTEHOLDER

                                    By:_________________________________________
                                    Authorized Signatory

Sworn to before me this
_______  day of ____________, 20__

<PAGE>

                                    EXHIBIT K

           FORM OF NOTICE REGARDING DEFEASANCE OF TRUST MORTGAGE LOAN

       [For loans having a principal balance of less than (a) $20,000,000,
      and (b) 5% of outstanding pool balance, and which loan is not one of
                  the 10 largest loans in the respective pool]

To:       Standard & Poor's Ratings Services
          55 Water Street
          New York, New York  10041
          Attn: Commercial Mortgage Surveillance

From:     KeyCorp Real Estate Capital Markets, Inc., in its
          capacity as Master Servicer (the "Master Servicer")
          under the Pooling and Servicing Agreement dated as of
          December 1, 2004 (the "Pooling and Servicing
          Agreement"), among the Master Servicer, Wells Fargo
          Bank, N.A., as Trustee, and others.

Date:     ____________________, 20___

Pool:     ___________________________________________
          Commercial Mortgage Pass-Through Certificates
          Series 2004-C5 (the "Trust")

Loan:     Trust Mortgage Loan (the "Trust Mortgage Loan") to
          __________________________ (the "Borrower") identified by loan
          number ________________ and heretofore secured by the 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 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 Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Trust Mortgage Loan or the
defeasance transaction:

            1. The mortgagor (the "Mortgagor") has consummated a defeasance of
the Trust Mortgage Loan of the type checked below:

      ____        a full defeasance of the entire outstanding principal
                  balance ($___________) of the Trust Mortgage Loan; or

      ____        a partial defeasance of a portion ($__________) of the
                  Trust Mortgage Loan that represents ___% of the entire
                  principal balance of the Trust Mortgage Loan ($________);

            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 Mortgage Loan
Documents and in accordance with the Servicing Standard.

            4. The defeasance collateral consists only of one or more of the
following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt
obligations of the Federal Home Loan Mortgage Corporation, or (iv) interest-only
direct debt obligations of the Resolution Funding Corporation. Such defeasance
collateral consists of securities that (i) if they include a principal
obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not subject to prepayment, call or
early redemption.

            5. After the defeasance, the defeasance collateral will be owned by
an entity (the "Defeasance Obligor") that: (i) is the original Borrower, (ii) is
a Single-Purpose Entity (as defined in the S&P Criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those
contained in the organizational documents of the original Borrower with respect
to bankruptcy remoteness and single purpose, (iv) has been designated as the
Defeasance Obligor by the originator of the Trust Mortgage Loan pursuant to the
terms of the Mortgage Loan Documents, or (v) has delivered a letter from S&P
confirming that the organizational documents of such Defeasance Obligor were
previously approved by 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 Trust 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 $20,000,000 or more than five percent (5%)
of the aggregate certificate balance of the Certificates as of the date of the
most recent Certificate Administrator Report received by the Master Servicer
(the "Current Report").

            7. The defeasance documents require that the defeasance collateral
be credited to an eligible account (as defined in the S&P Criteria) that must be
maintained as a securities account by a securities intermediary that is at all
times an Eligible Institution (as defined in the S&P Criteria). The securities
intermediary may reinvest proceeds of the defeasance collateral only in
Permitted Investments (as defined in the Pooling and Servicing Agreement).

            8. The securities intermediary is obligated to pay from the proceeds
of the defeasance collateral, directly to the Master Servicer's collection
account, all scheduled payments on the Trust 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 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 Trust Mortgage Loan (or the
allocated portion thereof in connection with a partial defeasance) on its
Maturity Date (or, in the case of an ARD Trust Mortgage Loan, on its Anticipated
Repayment Date), (ii) the revenues received in any month from the defeasance
collateral will be applied to make Scheduled Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not subject to
prepayment, call or early redemption, and (iv) interest income from the
defeasance collateral to the Defeasance Obligor in any tax year will not exceed
such Defeasance Obligor's interest expense for the Trust 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 Master Servicer received opinions of counsel that, subject
to customary qualifications and exceptions, (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
payment 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 expenses 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 Trust 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 Trust Mortgage Loan
immediately before the defeasance was less than $20,000,000 and less than 5% of
the aggregate certificate balance of the Certificates as of the date of the
Current Report. The Trust 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 Master Servicer.

            IN WITNESS WHEREOF, the Master Servicer has caused this notice to be
executed as of the date captioned above.

                                    [MASTER SERVICER]:

                                    By:_________________________________________
                                    Name:
                                    Title:

<PAGE>

                             Exhibit A to Exhibit K

                                   EXCEPTIONS

<PAGE>

                             Exhibit B to Exhibit K

                REPRESENTATIONS AND/OR COVENANTS OF THE MORTGAGOR
                         AND/OR SECURITIES INTERMEDIARY

            General:

            1. [The defeasance agreements] create a valid and continuing
security interest (as defined in the applicable UCC) in the [name specified
accounts] in favor of the [Secured Party], which security interest is prior to
all other [Liens], and is enforceable as such as against creditors of and
purchasers from [Debtor].

            Note that "Collateral" means securities, permitted investments and
other assets credited to securities accounts.

            2. The [Deposit Account], constitutes a "deposit account" within the
meaning of the applicable UCC.

            3. All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account]
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.

Creation:

            4. [Debtor] owns and has good and marketable title to the
[Collateral, Securities Account and Deposit Account] free and clear of any
[Lien], claim or encumbrance of any Person.

            5. [Debtor] has received all consents and approvals required by the
terms of the [Collateral] to the transfer to the [Secured Party] of its interest
and rights in the [Collateral] hereunder.

            Perfection:

            6. [Debtor] has caused or will have caused, within ten (10) days,
the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.

            7. [Debtor] has delivered to [Secured Party] a fully executed
agreement pursuant to which the securities intermediary or the account bank has
agreed to comply with all instructions originated by the [Secured Party]
relating to the [Securities Account] or directing disposition of the funds in
the [Deposit Account] without further consent by the [Debtor].

            8. [Debtor] has taken all steps necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person having
a security entitlement against the securities intermediary in the [Securities
Account].

            9. [Debtor] has taken all steps necessary to cause [Secured Party]
to become the account holder of the [Deposit Account].

            Priority:

            10. Other than the security interest granted to the [Secured Party]
pursuant to this 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].

            11. The [Securities Account and Deposit Account] are not in the name
of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or the
account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].

<PAGE>

                                    EXHIBIT L

                           SCHEDULE OF REFERENCE RATES

Distribution Date      Reference Rate      Distribution Date     Reference Rate
-----------------      --------------      -----------------     --------------
January 2005                 5.51680%       July 2008                  5.51598%
February 2005                5.51679%       August 2008                5.69221%
March 2005                   5.51703%       September 2008             5.69217%
April 2005                   5.69286%       October 2008               5.51512%
May 2005                     5.51673%       November 2008              5.69148%
June 2005                    5.69284%       December 2008              5.51503%
July 2005                    5.51669%       January 2009               5.51356%
August 2005                  5.69281%       February 2009              5.51353%
September 2005               5.69280%       March 2009                 5.51547%
October 2005                 5.51664%       April 2009                 5.69061%
November 2005                5.69278%       May 2009                   5.51368%
December 2005                5.51661%       June 2009                  5.69019%
January 2006                 5.51659%       July 2009                  5.51408%
February 2006                5.51658%       August 2009                5.69042%
March 2006                   5.51686%       September 2009             5.69580%
April 2006                   5.69271%       October 2009               5.51688%
May 2006                     5.51652%       November 2009              5.71084%
June 2006                    5.69269%       December 2009              5.54499%
July 2006                    5.51649%       January 2010               5.58723%
August 2006                  5.69266%       February 2010              5.58767%
September 2006               5.69265%       March 2010                 5.59160%
October 2006                 5.51643%       April 2010                 5.77393%
November 2006                5.69262%       May 2010                   5.58897%
December 2006                5.51640%       June 2010                  5.77492%
January 2007                 5.51638%       July 2010                  5.58986%
February 2007                5.51637%       August 2010                5.77579%
March 2007                   5.51673%       September 2010             5.77614%
April 2007                   5.69257%       October 2010               5.59072%
May 2007                     5.51633%       November 2010              5.77643%
June 2007                    5.69255%       December 2010              5.59067%
July 2007                    5.51631%       January 2011               5.59065%
August 2007                  5.69254%       February 2011              5.59062%
September 2007               5.69254%       March 2011                 5.59210%
October 2007                 5.51628%       April 2011                 5.77592%
November 2007                5.69252%       May 2011                   5.59271%
December 2007                5.51625%       June 2011                  5.77826%
January 2008                 5.69250%       July 2011                  5.59077%
February 2008                5.51620%       August 2011                5.77729%
March 2008                   5.51634%       September 2011             5.77687%
April 2008                   5.69238%       October 2011               5.60037%
May 2008                     5.51607%       November 2011              5.78940%
June 2008                    5.69229%       December 2011              5.60551%

<PAGE>

                                    EXHIBIT M

                      FORM OF SARBANES-OXLEY CERTIFICATION

            Re:   Credit Suisse First Boston Commercial Mortgage Trust
                  2004-C5 (the "Trust"), Commercial Mortgage
                  Pass-Through Certificates, Series 2004-C5

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Certificate
Administrator/Master Servicer], certify to [identify the individual signing the
Sarbanes-Oxley Certification], Credit Suisse First Boston Mortgage Securities
Corp. (the "Depositor") and its partners, representatives, affiliates, members,
managers, directors, officers, employees and agents, to the extent that the
following information is within our normal area of responsibilities and duties
under the pooling and servicing agreement dated as of December 1, 2004 and
relating to the captioned commercial mortgage pass-through certificates (the
"Pooling and Servicing Agreement"), and with the knowledge and intent that they
will rely upon this certification, that:

            1.    [To be certified by the Certificate Administrator] [I have
                  reviewed the annual report on Form 10-K for the fiscal year
                  [___] (the "Annual Report"), and all reports on Form 8-K
                  containing statements to certificateholders under the
                  Pooling and Servicing Agreement 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 be certified by the Certificate Administrator] [To my
                  knowledge, the information in the Reports, to the extent
                  prepared by the [Certificate Administrator] (and not
                  including any information provided to the [Certificate
                  Administrator] by the Master Servicer or the Special
                  Servicer, other than to the extent that such information
                  has been aggregated or manipulated by [Certificate
                  Administrator]), taken as a whole, does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in
                  light of the circumstances under which such statements were
                  made, not misleading as of the last day of the period
                  covered by the Annual Report;]

            3.    [To be certified by the Master Servicer] [To my knowledge,
                  the servicing information provided to the Certificate
                  Administrator by the Master Servicer and the Special
                  Servicer under the Pooling and Servicing Agreement for
                  inclusion in the Reports is included in the Reports;] [To
                  be certified by the Certificate Administrator] [To my
                  knowledge, the distribution information provided by the
                  Certificate Administrator under the Pooling and Servicing
                  Agreement for inclusion in the Reports is included in the
                  Reports;]

            4.    [To be certified by the Master Servicer] [I am responsible
                  for reviewing the activities performed by KeyCorp Real
                  Estate Capital Markets, Inc. ("KRECM") as Master Servicer
                  under the Pooling and Servicing Agreement and based upon
                  the review required under the Pooling and Servicing
                  Agreement with respect to the Master Servicer [and a
                  certificate in the form attached as Exhibit A hereto from
                  [_______________] as Special Servicer, with respect to such
                  entity (which certificate, to our actual knowledge,
                  contains no inaccurate information)], and except as
                  disclosed in the annual report on Form 10-K for the fiscal
                  year [___] (the "Annual Report"), or in any reports on Form
                  8-K containing statements to certificateholders under the
                  Pooling and Servicing Agreement filed in respect of periods
                  included in the year covered by the Annual Report
                  (collectively with the Annual Report, the "Reports"), KRECM
                  has fulfilled its material obligations as Master Servicer
                  under the Pooling and Servicing Agreement, including the
                  provision of all reports required to be submitted to the
                  Certificate Administrator thereunder, and that, to the
                  knowledge of KRECM as Master Servicer, based upon the
                  review required under the Pooling and Servicing Agreement
                  with respect to KRECM as Master Servicer [and a certificate
                  in the form attached as Exhibit A hereto from
                  [__________________] the Special Servicer, with respect to
                  such entity (which certificate, to our actual knowledge,
                  contains no inaccurate information)], such reports do not
                  contain any material misstatements or omissions; and]

            5.    [To be certified by the Master Servicer] [I have disclosed
                  to KRECM's certified public accountants all significant
                  deficiencies relating to the compliance of KRECM as Master
                  Servicer with the minimum servicing standards in accordance
                  with a review conducted in compliance with the [Uniform
                  Single Attestation Program for Mortgage Bankers] or similar
                  standard as set forth in the Pooling and Servicing
                  Agreement [and the compliance of [_____________________] as
                  Special Servicer with the minimum servicing standards based
                  on a certificate in the form attached as Exhibit A hereto
                  from such entity].]

            Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>

                                                          EXHIBIT A to EXHIBIT M
                                                          ----------------------

           FORM OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER

            Re:   Credit Suisse First Boston Commercial Mortgage Trust
                  2004-C5 (the "Trust"), Commercial Mortgage
                  Pass-Through Certificates, Series 2004-C5

            I, [identify the certifying individual], a[n] [title] of [identify
name of company], on behalf of [identify name of company] as [Special Servicer]
certify to [identify the individual signing Exhibit A],
[___________________________________], as Master Servicer (the "Master
Servicer"), Credit Suisse First Boston Mortgage Securities Corp. ("Depositor")
and their respective partners, representatives, affiliates, members, managers,
directors, officers, employees and agents and with the knowledge and intent that
they will rely upon this certification:

            1.    [To be certified by the Special Servicer] [I am responsible
                  for reviewing the activities performed by Lennar Partners,
                  Inc. ("Lennar") as special servicer (the "Special
                  Servicer") under the Pooling and Servicing Agreement dated
                  as of December 1, 2004 and relating to the captioned
                  commercial mortgage pass-through certificates (the "Pooling
                  and Servicing Agreement"), and based upon my knowledge and
                  the annual compliance review performed as required under
                  the Pooling and Servicing Agreement, and except as
                  disclosed on Schedule 1 hereto, Lennar, to my knowledge,
                  has fulfilled its material obligations as Special Servicer
                  under the Pooling and Servicing Agreement, including the
                  provision of all information and/or reports required to be
                  submitted by Lennar, as Special Servicer, to the Master
                  Servicer and the Certificate Administrator thereunder, and
                  that, to the knowledge of Lennar, as Special Servicer, such
                  reports do not contain any material misstatements or
                  omissions; and

            2.    [To be certified by the Special Servicer] [I have disclosed
                  to Lennar's certified public accountants and
                  [________________]'s certified public accountants all
                  significant deficiencies, to my knowledge, relating to the
                  compliance of Lennar as Special Servicer with the minimum
                  servicing standards in accordance with a review conducted
                  in compliance with the Uniform Single Attestation Program
                  for Mortgage Bankers or similar standard as set forth in
                  the Pooling and Servicing Agreement].

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT N

                      SCHEDULE OF DESIGNATED SUB-SERVICERS

                      GMAC Commercial Mortgage Corporation
                          Capstone Realty Advisors, LLC
                          NorthMarq Capital Group, Inc.
                    Inland Commercial Mortgage Corporation
                     L. J. Melody & Company of Texas, LP
                          Financial Federal Corporation
                              Laureate Capital LLC
                            Pinnacle Financial Group

<PAGE>

                                    EXHIBIT O

                         FORM OF CUSTODIAL CERTIFICATION

                                     [Date]

[DEPOSITOR]

[MASTER SERVICER]             Mortgage Loan Sellers

[SPECIAL SERVICER]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2004-C5

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of December 1, 2004 and related to the above-referenced Certificates
(the "Agreement"), Wells Fargo Bank, N.A. as trustee (the "Trustee"), hereby
certifies as to each Trust Mortgage Loan subject to the Agreement (except as
specifically identified in the exception report attached hereto) that: (i) all
documents specified in clauses (i) through (v), (ix), (xi), (xii), (xvi) and
(xviii) of the definition of "Mortgage File" are in its possession, and (ii) all
such Mortgage Loan Documents have been received, have been executed, appear to
be what they purport to be, purport to be recorded or filed (if recordation or
filing is specified for such document in the definition of "Mortgage File") and
have not been torn, mutilated or otherwise defaced, and that such documents
relate to the Trust Mortgage Loans identified on the Trust Mortgage Loan
Schedule.

            Other than as stipulated in the Agreement, none of the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer, or any
Custodian (a) is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Trust Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, genuine, binding, enforceable, sufficient or appropriate for
the represented purpose or that they are other than what they purport to be on
their face and (b) shall have any responsibility for determining whether the
text of any assignment or endorsement is in proper or recordable form, whether
the requisite recording of any document is in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction.

            In performing the reviews contemplated by Sections 2.02(a) and
2.02(b) of the Agreement, the Trustee may conclusively rely on the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of the Trustee's review of the Mortgage Files is limited solely
to confirming that the documents specified in clauses (i) through (v), (ix),
(xi), (xii), (xvi) and (xviii) and have been received and such additional
information as will be necessary for delivering the certifications required by
the Agreement.

            Further, with respect to UCC filings, absent actual knowledge or
copies of UCC filings in the Mortgage File indicating otherwise, the Trustee
shall make the assumptions contemplated by Section 2.02(c) of the Agreement.

            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.

                                       Respectfully,

                                       WELLS FARGO BANK, N.A.
                                       as Trustee

                                       By:______________________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT P

                         TRUST MORTGAGE LOANS COVERED BY
                         ENVIRONMENTAL INSURANCE POLICY

<TABLE>
<CAPTION>
  Loan #                  Property Name                    Environmental Insurance              Loan Seller       Cut-Off Balance
                                                                  Carrier
===================================================================================================================================
<S>          <C>                                         <C>                             <C>                         <C>
   161       170-180 West Westfield Avenue               Steadfast Insurance Company     Column Financial, Inc.         $2,226,133
-----------------------------------------------------------------------------------------------------------------------------------
   222       1803 19th St                                Steadfast Insurance Company     Column Financial, Inc.           $798,461
-----------------------------------------------------------------------------------------------------------------------------------
   196       2nd Street Plaza                            Steadfast Insurance Company     Column Financial, Inc.         $1,397,083
-----------------------------------------------------------------------------------------------------------------------------------
   186       310 & 320 Ed Wright Lane                    Steadfast Insurance Company     Column Financial, Inc.         $1,594,415
-----------------------------------------------------------------------------------------------------------------------------------
   141       6401-6407 Van Nuys Blvd.                    Steadfast Insurance Company     Column Financial, Inc.         $2,916,282
-----------------------------------------------------------------------------------------------------------------------------------
   128       Areis Building                              Steadfast Insurance Company     Column Financial, Inc.         $3,212,474
-----------------------------------------------------------------------------------------------------------------------------------
   201       Autry Portfolio - Dona Ana I Apts           Steadfast Insurance Company     Column Financial, Inc.         $1,341,134
-----------------------------------------------------------------------------------------------------------------------------------
   211       Autry Portfolio - Dona Ana II Apartments    Steadfast Insurance Company     Column Financial, Inc.         $1,092,704
-----------------------------------------------------------------------------------------------------------------------------------
             Autry Portfolio - Mountain View II
   170       Apartments                                  Steadfast Insurance Company     Column Financial, Inc.         $1,887,491
-----------------------------------------------------------------------------------------------------------------------------------
             Autry Portfolio - Mountain View III
   156       Apartments                                  Steadfast Insurance Company     Column Financial, Inc.         $2,448,771
-----------------------------------------------------------------------------------------------------------------------------------
   207       Autry Portfolio - Santa Fe Apartments       Steadfast Insurance Company     Column Financial, Inc.         $1,192,031
-----------------------------------------------------------------------------------------------------------------------------------
   127       Autry Portfolio - Valley Apartments         Steadfast Insurance Company     Column Financial, Inc.         $3,235,785
-----------------------------------------------------------------------------------------------------------------------------------
   195       Bamboo MHP                                  Steadfast Insurance Company     Column Financial, Inc.         $1,397,324
-----------------------------------------------------------------------------------------------------------------------------------
   183       Colonial Court Apartments                   Steadfast Insurance Company     Column Financial, Inc.         $1,676,969
-----------------------------------------------------------------------------------------------------------------------------------
   139       Concord Apartments                          Steadfast Insurance Company     Column Financial, Inc.         $2,990,622
-----------------------------------------------------------------------------------------------------------------------------------
   212       Dollar Tree Plaza                           Steadfast Insurance Company     Column Financial, Inc.         $1,050,000
-----------------------------------------------------------------------------------------------------------------------------------
   181       Dumar Plaza                                 Steadfast Insurance Company     Column Financial, Inc.         $1,696,678
-----------------------------------------------------------------------------------------------------------------------------------
   214       Dyer Blvd Warehouse                         Steadfast Insurance Company     Column Financial, Inc.           $994,661
-----------------------------------------------------------------------------------------------------------------------------------
   199       Green River MHP                             Steadfast Insurance Company     Column Financial, Inc.         $1,354,844
-----------------------------------------------------------------------------------------------------------------------------------
   162       Greenfield Village Apartments               Steadfast Insurance Company     Column Financial, Inc.         $2,157,667
-----------------------------------------------------------------------------------------------------------------------------------
   209       Holiday Meadows Apartments                  Steadfast Insurance Co.         Column Financial, Inc.         $1,096,632
-----------------------------------------------------------------------------------------------------------------------------------
   203       Homestead Apartments                        Steadfast Insurance Company     Column Financial, Inc.         $1,291,595
-----------------------------------------------------------------------------------------------------------------------------------
   152       J Bar J Trailer Ranch                       Steadfast Insurance Company     Column Financial, Inc.         $2,570,078
-----------------------------------------------------------------------------------------------------------------------------------
   167       John's Creek Apartments                     Steadfast Insurance Company     Column Financial, Inc.         $1,994,088
-----------------------------------------------------------------------------------------------------------------------------------
   197       Kenny Road Apartments                       Steadfast Insurance Company     Column Financial, Inc.         $1,395,775
-----------------------------------------------------------------------------------------------------------------------------------
   175       Kingstowne Shops                            Steadfast Insurance Co.         Column Financial, Inc.         $1,794,735
-----------------------------------------------------------------------------------------------------------------------------------
   163       Lake Deer MHP                               Steadfast Insurance Company     Column Financial, Inc.         $2,091,718
-----------------------------------------------------------------------------------------------------------------------------------
   173       Market Square Retail Center                 Steadfast Insurance Co.         Column Financial, Inc.         $1,796,775
-----------------------------------------------------------------------------------------------------------------------------------
   193       McKinley Woods Apartments                   Steadfast Insurance Company     Column Financial, Inc.         $1,437,977
-----------------------------------------------------------------------------------------------------------------------------------
   189       Memorial Springs Apartments                 Steadfast Insurance Company     Column Financial, Inc.         $1,497,226
-----------------------------------------------------------------------------------------------------------------------------------
   213       Meridian Apartments                         Steadfast Insurance Company     Column Financial, Inc.         $1,028,167
-----------------------------------------------------------------------------------------------------------------------------------
   221       Minerva MHP                                 Steadfast Insurance Company     Column Financial, Inc.           $798,618
-----------------------------------------------------------------------------------------------------------------------------------
   146       Mountain Village                            Steadfast Insurance Company     Column Financial, Inc.         $2,744,972
-----------------------------------------------------------------------------------------------------------------------------------
   169       Parklee Apartments                          Steadfast Insurance Company     Column Financial, Inc.         $1,894,060
-----------------------------------------------------------------------------------------------------------------------------------
   190       Reseda Retail Property                      Steadfast Insurance Company     Column Financial, Inc.         $1,495,978
-----------------------------------------------------------------------------------------------------------------------------------
   168       Riverview MHP                               Steadfast Insurance Company     Column Financial, Inc.         $1,944,139
-----------------------------------------------------------------------------------------------------------------------------------
   120       Rochelle Place                              Steadfast Insurance Company     Column Financial, Inc.         $3,436,312
-----------------------------------------------------------------------------------------------------------------------------------
   174       Ronny's MHP & RV Park                       Steadfast Insurance Company     Column Financial, Inc.         $1,794,922
-----------------------------------------------------------------------------------------------------------------------------------
   205       Shadow Pines MHC                            Steadfast Insurance Company     Column Financial, Inc.         $1,246,495
-----------------------------------------------------------------------------------------------------------------------------------
   148       Shaker Hall Apartments                      Steadfast Insurance Company     Column Financial, Inc.         $2,700,000
-----------------------------------------------------------------------------------------------------------------------------------
   159       Spring Plaza Retail Center                  Steadfast Insurance Company     Column Financial, Inc.         $2,342,055
-----------------------------------------------------------------------------------------------------------------------------------
   224       Tri-County Self Storage                     Steadfast Insurance Company     Column Financial, Inc.           $708,649
-----------------------------------------------------------------------------------------------------------------------------------
   192       Vancouver Mobile Retreat                    Zurich Insurance Co.            Column Financial, Inc.         $1,445,821
-----------------------------------------------------------------------------------------------------------------------------------
   154       Village Shoppes of Lighthouse Point         Steadfast Insurance Company     Column Financial, Inc.         $2,489,541
-----------------------------------------------------------------------------------------------------------------------------------
   219       Western Sands                               Steadfast Insurance Company     Column Financial, Inc.           $922,556
-----------------------------------------------------------------------------------------------------------------------------------
   172       Williamsville Village Apartments            Steadfast Insurance Company     Column Financial, Inc.         $1,800,000
-----------------------------------------------------------------------------------------------------------------------------------
   191       Willow Glen Mobile Home Park                Steadfast Insurance Company     Column Financial, Inc.         $1,493,770
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         KeyBank National
    35       Market Place at Concord Mills               AIG                             Association                   $14,298,026
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         LaSalle Bank National
   113       Robin Hill MHR & RV                         Steadfast Insurance Company     Association                    $3,600,000
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT Q

                                    RESERVED

<PAGE>

                                    EXHIBIT R

                         SCHEDULE OF BROKER STRIP LOANS

Loan No.:   Loan Name:                 Broker Strip:    Payee:
---------   ----------                 -------------    ------
93          Natividad Office Complex   5 bps (0.05%)    Mayer & Clifton
57          Sorrento Research Facility 5 bps (0.05%)    Dwyer-Curlett
29          Clifty Crossing            5 bps (0.05%)    Pace Financial
42          Stevens Creek Office       5 bps (0.05%)    Argus Financial
            Center
87          National Hwy 54 / Self     5 bps (0.05%)    Cardinal Realty Finance
            Storage
117         Colonial Court             5 bps (0.05%)    Cronheim Mortgage

<PAGE>

                                   EXHIBIT S-1

                        FORM OF INFORMATION REQUEST FROM
                     CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attn: Senior Vice President of Loan Servicing

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attn: Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2004-C5

      In accordance with the Pooling and Servicing Agreement dated as of
December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as certificate administrator (the "Certificate Administrator") and paying agent,
and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with respect to the
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C5 (the "Certificates"), the undersigned
("Investor") hereby certifies and agrees as follows:

      1.    Investor is a [holder] [beneficial owner] of [$__________ aggregate
            [Certificate Balance/Certificate Notional Amount] of] [a ___%
            Percentage Interest in] the Class ____ Certificates.

      2.    Investor is requesting access to the following information (the
            "Information") solely for use in evaluating Investor's investment in
            the Certificates:

            ___         The information available on the Master Servicer's
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Certificate
                        Administrator's Website pursuant to Section 4.02 of the
                        Pooling and Servicing Agreement.

            ___         The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

      3.    In consideration of the Master Servicer's or the Certificate
            Administrator's disclosure to Investor of the Information,
            Investor will keep the Information confidential (except from such
            outside Persons as are assisting it in evaluating the
            Information), and such Information will not, without the prior
            written consent of the Master Servicer or the Certificate
            Administrator, as applicable, be disclosed by Investor or by its
            affiliates, officers, directors, partners, shareholders, members,
            managers, employees, agents or representatives (collectively, the
            "Representatives") in any manner whatsoever, in whole or in part;
            provided, that Investor may provide all or any part of the
            Information to any other Person that holds or is contemplating
            the purchase of any Certificate or interest therein, but only if
            such Person confirms in writing such ownership interest or
            prospective ownership interest and agrees to keep it
            confidential; and provided further, that Investor may provide all
            or any part of the Information to its auditors, legal counsel and
            regulators.

      4.    Investor will not use or disclose the Information in any manner that
            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 that would require registration
            of any Non-Registered Certificate pursuant to Section 5 of the
            Securities Act.

      5.    Investor hereby acknowledges and agrees that:

            (a)   Neither the Master Servicer nor the Certificate Administrator
                  will make any representations or warranties as to the accuracy
                  or completeness of, and will assume no responsibility for, any
                  report, document or other information delivered pursuant to
                  this request or made available on its respective Website;

            (b)   Neither the Master Servicer nor the Certificate Administrator
                  has undertaken any obligation to verify the accuracy or
                  completeness of any information provided by a Borrower, a
                  third party, each other or any other Person that is included
                  in any report, document or other information delivered
                  pursuant to this request or made available on its respective
                  Website;

            (c)   Any transmittal of any report, document or other information
                  to Investor by the Master Servicer or the Certificate
                  Administrator is subject to, which transmittal may (but need
                  not be) accompanied by a letter containing, the following
                  provision:

                        By receiving the information set forth herein, you
                        hereby acknowledge and agree that the United States
                        securities laws restrict any person who possesses
                        material, non-public information regarding the Trust
                        which issued Credit Suisse First Boston Mortgage
                        Securities Corp., Commercial Mortgage Pass-Through
                        Certificates, Series 2004-C5, from purchasing or selling
                        such Certificates in circumstances where the other party
                        to the transaction is not also in possession of such
                        information. You also acknowledge and agree that such
                        information is being provided to you for the purposes
                        of, and such information may be used only in connection
                        with, evaluation by you or another Certificateholder,
                        Certificate Owner or prospective purchaser of such
                        Certificates or beneficial interest therein; and

            (d)   When delivering any report, document or other information
                  pursuant to this request, the Master Servicer or the
                  Certificate Administrator may (i) indicate the source thereof
                  and may affix thereto any disclaimer it deems appropriate in
                  its discretion and (ii) contemporaneously provide such report,
                  document or information to the Depositor, the Trustee, any
                  Underwriter, any Rating Agency or Certificateholders or
                  Certificate Owners.

      6.    Investor agrees to indemnify and hold harmless the Master Servicer,
            the Trustee, the Certificate Administrator, the Trust and the
            Depositor from any damage, loss, cost or liability (including legal
            fees and expenses and the cost of enforcing this indemnity) arising
            out of or resulting from any unauthorized use or disclosure of the
            Information by Investor or any of its Representatives. Investor also
            acknowledges and agrees that money damages would be both
            incalculable and an insufficient remedy for any breach of the terms
            of this letter by Investor or any of its Representatives and that
            the Master Servicer, the Trustee, the Certificate Administrator, or
            the Trust may seek equitable relief, including injunction and
            specific performance, as a remedy for any such breach. Such remedies
            are not the exclusive remedies for a breach of this letter but are
            in addition to all other remedies available at law or equity.

      Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

      IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                    [CERTIFICATEHOLDER]
                                    [BENEFICIAL OWNER OF A CERTIFICATE]

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________
                                    Telephone No.:______________________________

<PAGE>

                                   SCHEDULE I

                             [Information Requested]

<PAGE>

                                   EXHIBIT S-2

              FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securitization Trust Services Group, CSFB 2004-C5

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attn: Senior Vice President of Loan Servicing

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attn: Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2004-C5

      In accordance with the Pooling and Servicing Agreement dated as of
December 1, 2004 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as certificate administrator (the "Certificate Administrator") and paying agent,
and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with respect to the
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C5 (the "Certificates"), the undersigned
("Investor") hereby certifies and agrees as follows:

      1.    Investor is contemplating an investment in the Class ____
            Certificates.

      2.    Investor is requesting access to the following information (the
            "Information") solely for use in evaluating such possible
            investment:

            ___         The information available on the Master Servicer's
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Certificate
                        Administrator's Website pursuant to Section 4.02 of the
                        Pooling and Servicing Agreement.

            ___         The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

      3.    In consideration of the Master Servicer's or the Certificate
            Administrator's disclosure to Investor of the Information,
            Investor will keep the Information confidential (except from such
            outside Persons as are assisting it in making the investment
            decision described in paragraph 1), and such Information will
            not, without the prior written consent of the Master Servicer or
            the Certificate Administrator, as applicable, be disclosed by
            Investor or by its affiliates, officers, directors, partners,
            shareholders, members, managers, employees, agents or
            representatives (collectively, the "Representatives") in any
            manner whatsoever, in whole or in part; provided, that Investor
            may provide all or any part of the Information to any other
            Person that holds or is contemplating the purchase of any
            Certificate or interest therein, but only if such Person confirms
            in writing such ownership interest or prospective ownership
            interest and agrees to keep it confidential; and provided
            further, that Investor may provide all or any part of the
            Information to its auditors, legal counsel and regulators.

      4.    Investor will not use or disclose the Information in any manner that
            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 that would require registration
            of any Non-Registered Certificate pursuant to Section 5 of the
            Securities Act.

      5.    Investor hereby acknowledges and agrees that:

            (a)   Neither the Master Servicer nor the Certificate Administrator
                  will make any representations or warranties as to the accuracy
                  or completeness of, and will assume no responsibility for, any
                  report, document or other information delivered pursuant to
                  this request or made available on its respective Website;

            (b)   Neither the Master Servicer nor the Certificate Administrator
                  has undertaken any obligation to verify the accuracy or
                  completeness of any information provided by a Borrower, a
                  third party, each other or any other Person that is included
                  in any report, document or other information delivered
                  pursuant to this request or made available on its respective
                  Website;

            (c)   Any transmittal of any report, document or other information
                  to Investor by the Master Servicer or the Certificate
                  Administrator is subject to, which transmittal may (but need
                  not be) accompanied by a letter containing, the following
                  provision:

                        By receiving the information set forth herein, you
                        hereby acknowledge and agree that the United States
                        securities laws restrict any person who possesses
                        material, non-public information regarding the Trust
                        which issued Credit Suisse First Boston Mortgage
                        Securities Corp., Commercial Mortgage Pass-Through
                        Certificates, Series 2004-C5, from purchasing or selling
                        such Certificates in circumstances where the other party
                        to the transaction is not also in possession of such
                        information. You also acknowledge and agree that such
                        information is being provided to you for the purposes
                        of, and such information may be used only in connection
                        with, evaluation by you or another Certificateholder,
                        Certificate Owner or prospective purchaser of such
                        Certificates or beneficial interest therein; and

            (d)   When delivering any report, document or other information
                  pursuant to this request, the Master Servicer or the
                  Certificate Administrator may (i) indicate the source thereof
                  and may affix thereto any disclaimer it deems appropriate in
                  its discretion and (ii) contemporaneously provide such report,
                  document or information to the Depositor, the Trustee, any
                  Underwriter, any Rating Agency or Certificateholders or
                  Certificate Owners.

      6.    Investor agrees to indemnify and hold harmless the Master Servicer,
            the Trustee, the Certificate Administrator, the Trust and the
            Depositor from any damage, loss, cost or liability (including legal
            fees and expenses and the cost of enforcing this indemnity) arising
            out of or resulting from any unauthorized use or disclosure of the
            Information by Investor or any of its Representatives. Investor also
            acknowledges and agrees that money damages would be both
            incalculable and an insufficient remedy for any breach of the terms
            of this letter by Investor or any of its Representatives and that
            the Master Servicer, the Trustee, the Certificate Administrator or
            the Trust may seek equitable relief, including injunction and
            specific performance, as a remedy for any such breach. Such remedies
            are not the exclusive remedies for a breach of this letter but are
            in addition to all other remedies available at law or equity.

      Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

      IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                    [PROSPECTIVE PURCHASER]

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________
                                    Telephone No.:______________________________


<PAGE>

                                   SCHEDULE I

                             [Information Requested]

<PAGE>

                                    EXHIBIT T


                   CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE

Distribution Date         Balance         Distribution Date          Balance
-----------------   ------------------    -----------------    -----------------
January 2005            $78,557,000.00    August 2009             $78,557,000.00
February 2005           $78,557,000.00    September 2009          $78,557,000.00
March 2005              $78,557,000.00    October 2009            $78,557,000.00
April 2005              $78,557,000.00    November 2009           $78,557,000.00
May 2005                $78,557,000.00    December 2009           $78,556,147.21
June 2005               $78,557,000.00    January 2010            $77,138,000.00
July 2005               $78,557,000.00    February 2010           $75,713,000.00
August 2005             $78,557,000.00    March 2010              $73,749,000.00
September 2005          $78,557,000.00    April 2010              $72,307,000.00
October 2005            $78,557,000.00    May 2010                $70,681,000.00
November 2005           $78,557,000.00    June 2010               $69,224,000.00
December 2005           $78,557,000.00    July 2010               $67,583,000.00
January 2006            $78,557,000.00    August 2010             $66,111,000.00
February 2006           $78,557,000.00    September 2010          $64,631,000.00
March 2006              $78,557,000.00    October 2010            $62,968,000.00
April 2006              $78,557,000.00    November 2010           $61,473,000.00
May 2006                $78,557,000.00    December 2010           $59,795,000.00
June 2006               $78,557,000.00    January 2011            $58,284,000.00
July 2006               $78,557,000.00    February 2011           $56,765,000.00
August 2006             $78,557,000.00    March 2011              $54,715,000.00
September 2006          $78,557,000.00    April 2011              $53,179,000.00
October 2006            $78,557,000.00    May 2011                $51,461,000.00
November 2006           $78,557,000.00    June 2011               $49,908,000.00
December 2006           $78,557,000.00    July 2011               $49,708,000.00
January 2007            $78,557,000.00    August 2011             $49,508,000.00
February 2007           $78,557,000.00    September 2011          $49,308,000.00
March 2007              $78,557,000.00    October 2011            $49,108,000.00
April 2007              $78,557,000.00    November 2011           $48,907,946.38
May 2007                $78,557,000.00    December 2011           $47,254,000.00
June 2007               $78,557,000.00    January 2012            $45,750,000.00
July 2007               $78,557,000.00    February 2012           $44,239,000.00
August 2007             $78,557,000.00    March 2012              $42,407,000.00
September 2007          $78,557,000.00    April 2012              $40,878,000.00
October 2007            $78,557,000.00    May 2012                $39,187,000.00
November 2007           $78,557,000.00    June 2012               $37,643,000.00
December 2007           $78,557,000.00    July 2012               $35,935,000.00
January 2008            $78,557,000.00    August 2012             $34,375,000.00
February 2008           $78,557,000.00    September 2012          $32,807,000.00
March 2008              $78,557,000.00    October 2012            $31,077,000.00
April 2008              $78,557,000.00    November 2012           $28,318,000.00
May 2008                $78,557,000.00    December 2012           $26,575,000.00
June 2008               $78,557,000.00    January 2013            $24,978,000.00
July 2008               $78,557,000.00    February 2013           $23,373,000.00
August 2008             $78,557,000.00    March 2013              $21,300,000.00
September 2008          $78,557,000.00    April 2013              $19,677,000.00
October 2008            $78,557,000.00    May 2013                $17,893,000.00
November 2008           $78,557,000.00    June 2013               $16,253,000.00
December 2008           $78,557,000.00    July 2013               $14,452,000.00
January 2009            $78,557,000.00    August 2013             $12,795,000.00
February 2009           $78,557,000.00    September 2013          $11,130,000.00
March 2009              $78,557,000.00    October 2013             $9,305,000.00
April 2009              $78,557,000.00    November 2013            $3,525,000.00
May 2009                $78,557,000.00    December 2013            $1,691,000.00
June 2009               $78,557,000.00    January 2014                     $0.00
July 2009               $78,557,000.00