EXHIBIT 4.1

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              Master Servicer No. 1


                                    NCB, FSB,
                              Master Servicer No. 2


                         CWCAPITAL ASSET MANAGEMENT LLC,
                             Special Servicer No. 1


                       NATIONAL CONSUMER COOPERATIVE BANK,
                             Special Servicer No. 2


                             WELLS FARGO BANK, N.A.,
                                     Trustee


                         POOLING AND SERVICING AGREEMENT


                          Dated as of November 1, 2005


                                 $2,937,146,560
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2005-C5


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<PAGE>


                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms...............................................
Section 1.02  Certain Calculations........................................
Section 1.03  General Interpretive Principles.............................
Section 1.04  Reserved....................................................
Section 1.05  Certain Considerations Regarding Reimbursements of
               Nonrecoverable Advances and Workout-Delayed
               Reimbursement Amounts......................................


                                   ARTICLE II

            CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Loans.........................................
Section 2.02  Acceptance by Trustee.......................................
Section 2.03  Representations, Warranties and Covenants of the
               Depositor; Repurchase and Substitution of Loans by the
               Responsible Parties for Defects in Mortgage Files,
               Breaches of Representations and Warranties and Other
               Matters....................................................
Section 2.04  Issuance of 375 Park Avenue Loan REMIC Regular Interest
               and Uncertificated Lower-Tier Interests; Execution of
               Certificates...............................................


                                   ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  General Servicing Matters...................................
Section 3.02  Collection of Loan Payments.................................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts.........................................
Section 3.04  The Collection Accounts, Distribution Account and Excess
               Interest Distribution Account..............................
Section 3.05  Permitted Withdrawals from the Collection Accounts and
               the Distribution Account...................................
Section 3.06  Investment of Funds in the Collection Accounts, Junior
               Loan Custodial Accounts, Servicing Accounts, Cash
               Collateral Accounts, Lock-Box Accounts, REO Accounts,
               Distribution Account, Interest Reserve Account and
               Excess Liquidation Proceeds 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 Loans............................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files.............
Section 3.11  Servicing Compensation......................................
Section 3.12  Reports to the Trustee; Collection Account Statements.......
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  Sale of Defaulted Loans and REO Properties..................
Section 3.19  Additional Obligations of the applicable 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; Asset Status Report..............
Section 3.22  Sub-Servicing Agreements....................................
Section 3.23  Representations, Warranties and Covenants of the Master
               Servicers..................................................
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicers..................................................
Section 3.25  Limitation on Liability of the Directing Certificateholder..
Section 3.26  Reports to the Securities and Exchange Commission;
               Available Information......................................
Section 3.27  Lock-Box Accounts and Servicing Accounts....................
Section 3.28  Interest Reserve Account....................................
Section 3.29  Limitations on and Authorizations of the Master Servicers
               and Special Servicers with Respect to Certain Loans........
Section 3.30  REMIC Administration........................................
Section 3.31  Master Servicer and Special Servicer May Own Certificates...
Section 3.32  Reserved....................................................
Section 3.33  Servicing of the 375 Park Avenue Non-Pooled Portion.........

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions...............................................
Section 4.02  Statements to Certificateholders; Reports by Trustee;
               Other Information Available to the Holders and Others......
Section 4.03  P&I Advances................................................
Section 4.04  Allocation of Collateral Support Deficit....................
Section 4.05  Allocations of Uncovered Prepayment Interest Shortfall
               Amounts....................................................
Section 4.06  Reserved....................................................
Section 4.07  Grantor Trust Reporting.....................................

                                    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..


                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

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


                                   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

Section 8.01  Duties of Trustee...........................................
Section 8.02  Certain Matters Affecting the Trustee.......................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Loans......................................
Section 8.04  Trustee May Own Certificates................................
Section 8.05  Fees and Expenses of Trustee; Reimbursements and Other
               Payments to Trustee........................................
Section 8.06  Eligibility Requirements for Trustee........................
Section 8.07  Resignation and Removal of the Trustee......................
Section 8.08  Successor Trustee...........................................
Section 8.09  Merger or Consolidation of Trustee..........................
Section 8.10  Appointment of Co-Trustee or Separate Trustee...............
Section 8.11  Appointment of Custodians...................................
Section 8.12  Access to Certain Information...............................
Section 8.13  Representations, Warranties and Covenants of the Trustee....


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment...................................................
Section 10.02 Recordation of Agreement; Counterparts......................
Section 10.03 Limitation on Rights of Certificateholders..................
Section 10.04 Governing Law...............................................
Section 10.05 Notices.....................................................
Section 10.06 Severability of Provisions..................................
Section 10.07 Grant of a Security Interest................................
Section 10.08 Successors and Assigns; Beneficiaries.......................
Section 10.09 Article and Section Headings................................
Section 10.10 Notices to Rating Agencies..................................


EXHIBITS

A-1      Form of Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB, Class
         A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class
         F Certificates
A-2      Form of Class A-X, Class A-SP and Class A-Y Certificates A-3 Form of
         Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
         Class P, Class Q and Class S Certificates
A-4      Form of Class V Certificates
A-5      Form of Class R Certificates
A-6      Form of Class 375 Certificates
B        Mortgage Loan Schedule
C-1      List of Additional Collateral Loans
C-2      List of Mezzanine Loans
D        Form of [Master] [Special] Servicer Request for Release
E        Form of Statement to Certificateholders
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 for Transfers of Class R
         Certificates
H-2      Form of Transferor Certificate for Transfers of Class R Certificates
I        Form of Acknowledgement of Proposed Special Servicer
J        Form of Lost Note Affidavit
K        Schedule of Reference Rates
L        Form of Sarbanes-Oxley Certification
M        Reserved
N        Reserved
O        Form of Custodial Certification
P        Form of Notice Regarding Defeasance of Mortgage Loan
Q        Form of Subordination Agreement of Co-op Loans
R        Reserved
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 as
of November 1, 2005, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer No. 1,
NCB, FSB, as Master Servicer No. 2, CWCAPITAL ASSET MANAGEMENT LLC, as Special
Servicer No. 1, NATIONAL CONSUMER COOPERATIVE BANK, as Special Servicer No. 2,
and WELLS FARGO BANK, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued under this
Agreement in multiple classes (each, a "Class"), which in the aggregate will
evidence the entire beneficial ownership interest in the trust fund (the "Trust
Fund") to be created hereunder, the primary assets of which will be a pool of
multifamily and commercial mortgage loans listed on Exhibit B hereto. As
provided herein, the Trustee shall elect or shall cause an election to be made
that each of the Upper-Tier REMIC, the Lower-Tier REMIC and the 375 Park Avenue
Loan REMIC (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 (each as defined herein) shall not
be assets of any 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 Junior Loan, any interest of any
Junior Loan Holder or any Junior Loan Custodial Account.

                                UPPER-TIER REMIC

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Uncertificated
Lower-Tier Interests and the proceeds thereof as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the
"Upper-Tier REMIC". 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-Y, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S and Class 375 Certificates
will evidence "regular interests" in the Upper-Tier REMIC created hereunder. The
sole class of "residual interests" in the Upper-Tier REMIC, as well as the sole
class of "residual interests" in the Lower-Tier REMIC, will be evidenced by the
Class R Certificates.

            The following table sets forth the designation, the initial
Pass-Through Rate (as defined herein), and the aggregate initial principal
amount (the "Original Class Principal Balance") or notional balance ("Original
Class Notional Amount"), as applicable, for each Class of Certificates
comprising the "regular interests" in the Upper-Tier REMIC:

                                                Original Class
                                            Principal Balance (or,
                                              in the case of the
                                            Class A-X, Class A-SP
                             Initial             or Class A-Y
                          Pass-Through      Certificates, Original
  Class Designation          Rate(1)        Class Notional Amount)
  -----------------          -------        ----------------------

Class A-1                  5.0460%(2)         $   82,000,000
Class A-2                  5.1000%(3)         $  122,000,000
Class A-3                  5.1000%(3)         $  149,000,000
Class A-AB                 5.1000%(3)         $  136,155,000
Class A-4                  5.1000%(3)         $1,003,000,000
Class A-1-A                5.1000%(3)         $  538,421,000
Class A-X                  0.0328%(4)         $2,900,946,560(5)
Class A-SP                 0.0411%(6)         $2,798,804,000(5)
Class A-Y                  0.1000%(7)         $  105,033,854(5)
Class A-M                  5.1000%(3)         $  290,181,000
Class A-J                  5.1000%(3)         $  224,823,000
Class B                    5.1000%(3)         $   24,900,000
Class C                    5.1000%(3)         $   47,624,000
Class D                    5.1000%(3)         $   21,757,000
Class E                    5.1000%(3)         $   18,130,000
Class F                    5.1000%(3)         $   29,010,000
Class G                    5.1000%(3)         $   36,262,000
Class H                    5.1000%(3)         $   21,757,000
Class J                    5.1000%(3)         $   32,636,000
Class K                    5.1000%(3)         $   32,635,000
Class L                    5.0600%(8)         $    7,253,000
Class M                    5.0600%(8)         $   14,505,000
Class N                    5.0600%(8)         $   10,878,000
Class O                    5.0600%(8)         $    3,626,000
Class P                    5.0600%(8)         $    7,253,000
Class Q                    5.0600%(8)         $   10,878,000
Class S                    5.0600%(8)         $   36,262,560
Class 375-A                5.1050%            $    5,500,000
Class 375-B                5.2020%            $    9,500,000
Class 375-C                5.5900%            $   21,200,000

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


(1)  Expressed as a rate per annum. Approximate in the case of the Class A-X and
     Class A-SP Certificates.

(2)  Variable Pass-Through Rate. See definition of "Class A-1 Pass-Through Rate"
     herein.

(3)  Variable Pass-Through Rate. See definition of "Class A-2 Pass-Through Rate"
     herein.

(4)  Variable Pass-Through Rate. See definition of "Class A-X Pass-Through Rate"
     herein.

(5)  Original Class Notional Amount. The Class A-X, Class A-SP and Class A-Y
     Certificates will not have principal amounts and will not entitle Holders
     to distributions of principal.

(6)  Variable Pass-Through Rate. See definition of "Class A-SP Pass-Through
     Rate" herein.

(7)  Variable Pass-Through Rate. See definition of "Class A-Y Pass-Through Rate"
     herein.

(8)  Variable Pass-Through Rate. See definition of "Class L Pass-Through Rate"
     herein.

The Class R Certificates will not have a principal amount or notional balance
and will not bear interest.

                                LOWER-TIER REMIC

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Loans
(exclusive of Excess Interest thereon and other than the 375 Park Avenue Loan)
and the Loan REMIC Regular Interests 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 the "Lower-Tier REMIC". The Class LA-1-1,
Class LA-1-2, Class LA-2-1, Class LA-2-2, Class LA-3-1, Class LA-3-2, Class
LA-3-3, 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-M, Class LA-J, Class
LA-Y, Class LB, Class LC, Class LD-1, Class LD-2, Class LE, Class LF-1, Class
LF-2, Class LG-1, Class LG-2, Class LH, Class LJ-1, Class LJ-2, Class LK-1,
Class LK-2, Class LL, Class LM, Class LN, Class LO, Class LP, Class LQ, Class
LS, Class 375-A, Class 375-B and Class 375-C Lower-Tier Interests will
constitute "regular interests" in the Lower-Tier REMIC (the "Uncertificated
Lower-Tier Interests") created hereunder. The sole class of "residual interests"
in the Lower-Tier REMIC, as well as the sole class of "residual interests" in
the Upper-Tier REMIC will be evidenced by the Class R Certificates.

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

                                           Original Lower
                                             Tier REMIC
                        Corresponding     Principal Amount      Corresponding
                       Uncertificated        or Original        Components of
   Corresponding         Lower-Tier          Lower-Tier      Class A-X and A-SP
    Certificates       Interests(1)(2)    Notional Balance     Certificates(1)

     Class A-1             LA-1-1              $8,768,00            A-1-1
                           LA-1-2            $73,232,000            A-1-2
     Class A-2             LA-2-1            $24,256,000            A-2-1
                           LA-2-2            $97,744,000            A-2-2
     Class A-3             LA-3-1             $5,519,000            A-3-1
                           LA-3-2           $118,570,000            A-3-2
                           LA-3-3            $24,911,000            A-3-3
     Class A-AB            LA-AB-1          $131,532,000           A-AB-1
                           LA-AB-2            $4,623,000           A-AB-2
     Class A-4             LA-4-1            $94,664,000            A-4-1
                           LA-4-2           $155,934,000            A-4-2
                           LA-4-3           $752,402,000            A-4-3
    Class A-1-A           LA-1-A-1            $2,719,000           A-1-A-1
                          LA-1-A-2           $22,723,000           A-1-A-2
                          LA-1-A-3           $23,924,000           A-1-A-3
                          LA-1-A-4           $23,025,000           A-1-A-4
                          LA-1-A-5           $54,766,000           A-1-A-5
                          LA-1-A-6           $24,201,000           A-1-A-6
                          LA-1-A-7           $36,837,000           A-1-A-7
                          LA-1-A-8          $350,226,000           A-1-A-8
     Class A-M              LA-M            $290,181,000             A-M
     Class A-J              LA-J            $224,823,000             A-J
      Class B                LB              $24,900,000              B
      Class C                LC              $47,624,000              C
      Class D               LD-1             $11,629,000             D-1
                            LD-2             $10,128,000             D-2
      Class E                LE              $18,130,000             E-
      Class F               LF-1             $22,343,000             F-1
                            LF-2              $6,667,000             F-2
      Class G               LG-1             $17,640,000             G-1
                            LG-2             $18,622,000             G-2
      Class H                LH              $21,757,000              H
      Class J               LJ-1             $27,377,000             J-1
                            LJ-2              $5,259,000             J-2
      Class K               LK-1             $11,713,000             K-1
                            LK-2             $20,922,000             K-2
      Class L                LL               $7,253,000              L
      Class M                LM              $14,505,000              M
      Class N                LN              $10,878,000              N
      Class O                LO               $3,626,000              O
      Class P                LP                $7,253,00              P
      Class Q                LQ              $10,878,000              Q
      Class S                LS              $36,262,560              S
    Class 375-A            L375-A             $5,500,000             N/A
    Class 375-B            L375-B             $9,500,000             N/A
    Class 375-C            L375-C            $21,200,000             N/A
     Class A-Y              LA-Y            $105,033,854             N/A

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

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

(2) The interest rate of each of the indicated Classes of Uncertificated
   Lower-Tier Interests other than the Class LA-Y Lower-Tier Interest is the
   Weighted Average Net Mortgage Rate; and with respect to the Class LA-Y
   Lower-Tier Interest is the Class A-Y Pass-Through Rate.

(3) The Class L375-A, Class L375-B and Class L375-C3 Uncertificated Interests
   bear a rate of interest equal to the Class 375-A Pass-Through Rate, Class
   375-B Pass-Through Rate and Class 375-C Pass-Through Rate Class, respectively

            The Class R Certificates will not have principal amounts or notional
balances and will not bear interest.

                           375 PARK AVENUE LOAN REMIC

            The Trustee shall elect or shall cause an election to be made to
treat the 375 Park Avenue Loan as a single-loan REMIC (the "375 Park Avenue Loan
REMIC"). The Loan REMIC Regular Interests will evidence the "regular interests"
in the 375 Park Avenue Loan REMIC and will be held as assets of the Lower-Tier
REMIC. The sole class of 375 Park Avenue Loan REMIC Residual Interest in the 375
Park Avenue Loan REMIC will be evidenced by the Class R Certificates.

            The following table sets forth the principal amounts and per annum
rates of interest for the 375 Park Avenue Loan REMIC Regular Interests and the
Class R Certificates:

                                Interest      Original Loan
                     Class        Rate        REMIC Balance
                     -----        ----        -------------
                       A           (1)      $273,800,000(1)
                       B           (2)       $36,200,000(2)
                       R(3)    None(4)            None(4)
------------
(1) The 375 Park Avenue Loan REMIC Regular Interest A shall have an interest
   rate and principal amount equal to the Net Mortgage Pass-Through Rate and
   Principal Amount of the 375 Park Avenue Pooled Portion.

(2) The 375 Park Avenue Loan REMIC Regular Interest B shall have an interest
   rate and principal amount equal to the Net Mortgage Pass-Through Rate and
   Principal Amount of the 375 Park Avenue Non-Pooled Portion.

(3) In respect of the sole class of residual interests in the 375 Park Avenue
   Loan REMIC.

(4) The Class R Certificates will not have a Class Principal Balance or Class
   Notional Amount, will not bear interest and will not be entitled to
   distributions of Prepayment Premiums or Yield Maintenance Charges. Any
   Available Class 375 Park Avenue Distribution Amounts remaining in the 375
   Park Avenue Loan REMIC Distribution Account after distributing the amounts
   distributable in respect of the 375 Park Avenue Loan REMIC Regular Interests
   on each Distribution Date shall be distributed to the Holders of the Class R
   Certificates as owners of the residual interest in the 375 Park Avenue Loan
   REMIC.

            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 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
$2,937,146,560.

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicers and the Trustee agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

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

            "30/360 Basis": The accrual of interest based on 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 or any GMACCM Fixed Interest Amount Loan during the related GMACCM
Fixed Interest Period.

            "375 Park Avenue Collateral Support Deficit": As defined in Section
4.04.

            "375 Park Avenue Loan": The Loan with an original principal balance
of $310,000,000 that is secured by a Mortgage on the 375 Park Avenue Property
(including the 375 Park Avenue Pooled Portion and the 375 Park Avenue Non-Pooled
Portion).

            "375 Park Avenue Loan REMIC" shall mean, the REMIC constituted by
the 375 Park Avenue Loan (exclusive of any Post-ARD Additional Interest or
Default Interest), collections thereon, any REO Property acquired in respect
thereof and amounts held from time to time in the Collection Account, the 375
Park Avenue Loan REMIC Distribution Account, the Interest Reserve Account or any
REO Account in respect thereof, with respect to which the Trustee will make an
election to be treated as a "real estate mortgage investment conduit" within the
meaning of the REMIC Provisions.

            "375 Park Avenue Loan REMIC Distribution Account" shall mean the
account, accounts or sub-accounts created and maintained by the Trustee,
pursuant to Section 3.04(b), in trust for the Certificateholders, which shall be
entitled "Wells Fargo Bank Minnesota, N.A., as Trustee, for the benefit of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5, 375 Park Avenue Loan REMIC
Distribution Account." Any such account or accounts shall be an Eligible Account
or a subaccount of an Eligible Account. As of the Closing Date, the 375 Park
Avenue Loan REMIC Distribution Account shall be a sub-account of the
Distribution Account.

            "375 Park Avenue Loan REMIC Regular Interest" shall mean, each of
the two uncertificated regular interests represented by the 375 Park Avenue
Pooled Portion and the 375 Park Avenue Non-Pooled Portion, viz., 375 Park Avenue
Loan REMIC Regular Interest A and 375 Park Avenue Loan REMIC Regular Interest B,
respectively.

            "375 Park Avenue Loan REMIC Regular Interest A" shall mean the
uncertificated regular interest in the 375 Park Avenue Loan REMIC corresponding
to the 375 Park Avenue Pooled Portion.

            "375 Park Avenue Loan REMIC Regular Interest B" shall mean the
uncertificated regular interest in the 375 Park Avenue Loan REMIC corresponding
to the 375 Park Avenue Non-Pooled Portion.

            "375 Park Avenue Loan REMIC Residual Interest" shall mean, the sole
class of "residual interest" in the 375 Park Avenue Loan REMIC, represented by
the Class R Certificates.

            "375 Park Avenue Non-Pooled Portion": The portion of the 375 Park
Avenue Loan, with a Stated Principal Balance as of the Cut-off Date of
$36,200,000, subordinated to the 375 Park Avenue Pooled Portion, and an interest
rate of approximately 4.7443%. The holders of the Class 375 Certificates will be
entitled to receive all amounts payable with respect to the 375 Park Avenue
Non-Pooled Portion.

            "375 Park Avenue Pooled Portion": The portion of the 375 Park Avenue
Loan, with a Stated Principal Balance as of the Cut-off Date of $273,800,000
senior to the 375 Park Avenue Non-Pooled Portion, and an interest rate of
5.435308950276240%. The Regular Certificates (other than the Class 375
Certificates) will be entitled to receive all amounts payable with respect to
the 375 Park Avenue Pooled Portion.

            "375 Park Avenue Principal Distribution Amount" shall mean, with
respect to any Distribution Date, the portion of the Principal Distribution
Amount attributable to the 375 Park Avenue Loan.

            "375 Park Avenue Non-Pooled Portion Principal Distribution Amount"
shall mean, with respect to any Distribution Date, the portion of the 375 Park
Avenue Principal Distribution Amount attributable to the 375 Park Avenue
Non-Pooled Portion.

            "A Loan": Each CBA A Loan, each of which are senior in right of
payment to the related Junior Loan(s), if any.

            "A Note": With respect to any A Loan, the Mortgage Note included in
the Trust Fund, which is senior in right of payment to the related Junior Loan,
if any, to the extent set forth in the related Intercreditor Agreement.

            "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 as well as the Class
375 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 Class Principal Balance of such
Class (or, in the case of a Class of Interest-Only Certificates, on the Class
Notional Amount thereof) immediately prior to such Distribution Date. The
Accrued Certificate Interest Amount for each such Class shall be calculated on a
30/360 Basis.

            "Accrued Component Interest Amount": With respect to each Component
of the Class A-X and Class A-SP Certificates for any Distribution Date, an
amount equal to interest for the related Interest Accrual Period at the Class
A-X Strip Rate or Class A-SP Strip Rate, as applicable, with respect to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date. The
Accrued Component Interest Amount for each Component shall be calculated on a
30/360 Basis.

            "Actual/360 Basis": The accrual of interest based on the actual
number of days elapsed during each one-month 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 or any GMACCM Fixed Interest Amount Loan after the
expiration of the related GMACCM Fixed Interest Period.

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

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

            "Additional Review Period": As defined in Section 3.21(e).

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

            "Additional Trust Fund Expenses": An expense of the Trust Fund that
(i) arises out of a default on a Loan or Serviced Loan Combination or an
otherwise unanticipated event, (ii) is not covered by a Servicing Advance or a
corresponding collection from the related Borrower and (iii) does not represent
a loss on a Loan arising from the inability of a Master Servicer and/or a
Special Servicer to collect all amounts due and owing under the Loan, including
by reason of the fraud or bankruptcy of the Borrower or, to the extent not
covered by insurance, a casualty of any nature at a Mortgaged Property;
provided, however, that, "Additional Trust Fund Expense" shall not include any
of the foregoing amounts that have been recovered from the related Borrower or
Mortgaged Property.

            "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 REMIC Event": As defined in Section 3.30(f).

            "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 and all amendments
hereof and supplements hereto.

            "Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon which such ARD
Loan starts to accrue interest at its Revised Rate.

            "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
Loan as to which an Appraisal Reduction Event has occurred, an amount calculated
by the applicable Special Servicer equal to the excess, if any, of: (a) the
Stated Principal Balance of such Loan; over (b) the excess, if any, of (i) the
sum of (A) 90% of the Appraised Value (as such Appraised Value may be adjusted
downward by the applicable Special Servicer in accordance with the Servicing
Standard, without implying any duty to do so, based on the applicable Special
Servicer's review of the Appraisal or such other information as the applicable
Special Servicer deems relevant) of the related Mortgaged Property as determined
(1) with respect to any Loan with an outstanding principal balance equal to or
greater than $2,000,000, by one or more Appraisals (the costs of which shall be
paid by the applicable Master Servicer as a Servicing Advance) or (2) with
respect to any 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 applicable Master Servicer as a Servicing Advance) or an internal
valuation performed by the applicable Special Servicer, plus (B) any letter of
credit, reserve, escrow or similar amount held by the applicable Master Servicer
which are posted as additional security for payments due on the Loan, over (ii)
the sum of (X) to the extent not previously advanced by the applicable Master
Servicer or the Trustee, all unpaid interest on such Loan at a per annum rate
equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect of such
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 such
Loan, net of any amounts currently escrowed for such amounts (which taxes,
assessments, premiums, ground rents and other amounts have not been subject to
an Advance by the applicable Master Servicer or the Trustee); 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 such
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 Appraisal
Reduction Amount shall be equal to 25% of the Stated Principal Balance of such
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 references to "Loan" above in this definition shall include any successor
REO Loan with respect to the subject Loan.

            In the case of any CBA A Loan (or any successor REO Loan with
respect thereto), any Appraisal Reduction Amount will be calculated in respect
of the related CBA A/B Loan Pair (or any successor REO Loans with respect
thereto), as if it was a single Loan (or a single REO Loan), and any Appraisal
Reduction Amount shall first be allocated to the related CBA B Loan (or any
successor REO Loan with respect thereto), up to the outstanding principal
balance of such Junior Loan (or REO 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 Loan with respect thereto).

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or any successor REO Loan with
respect thereto will be reduced to zero as of the date such Loan or such REO
Loan (or the related REO Property) is paid in full, liquidated, repurchased or
otherwise removed from the Trust Fund.

            "Appraisal Reduction Event": With respect to any 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 Loan (except that with respect to
a Balloon Payment, such date may extend until the Loan becomes a Specially
Serviced Loan), (ii) the date on which a reduction in the amount of Monthly
Payments on such Loan, or a change in any other material economic term of such
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 Loan by the
applicable Special Servicer, (iii) 60 days after a receiver has been appointed
and remains undismissed for the Borrower or immediately after a receiver has
been appointed for 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 such Loan becomes an REO
Loan; provided, however, that there shall be no reduction in P&I Advances if an
Appraisal Reduction Event shall occur on and after the dates when the aggregate
of the Class Principal Balances of all Classes of Sequential Pay Certificates
(other than the Class A Sequential Pay Certificates) have been reduced to zero.
The Special Servicer shall notify the Master Servicer, the Trustee and, with
respect to any Loan Combination, the related Junior Loan Holder, promptly upon
the occurrence of any of the foregoing events

            "Appraised Value": With respect to any Mortgaged Property (other
than a residential cooperative property), the appraised value thereof (as is) as
determined by the most recent Appraisal obtained or conducted, as appropriate,
pursuant to this Agreement or obtained in connection with the origination of the
Loan, and with respect to any Mortgaged Property that is a residential
cooperative property, the value of such property as shown in the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement, or
obtained in connection with the origination of the Loan, as applicable, and
determined as if such property were operated as a cooperatively-owned
multifamily residential building (rather than a multifamily rental apartment
building).

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

            "ARD Loan": Any Loan that is designated as such on the Mortgage Loan
Schedule.

            "Asset Status Report": As defined in Section 3.21(e).

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to Master Servicer No. 2 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 Due Period shall mean the
following:

          (a) with respect to any Loan or Junior Loan that is delinquent in
     respect of its Balloon Payment (and, if applicable, any successor REO Loan
     with respect thereto as to which the Balloon Payment would have been past
     due), an amount equal to the sum of (i) the principal portion of the
     Monthly Payment that would have been due on such Loan or Junior 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 Loan or Junior Loan, and (ii) one month's interest on
     the Stated Principal Balance of such Loan or Junior Loan (or, if
     applicable, any successor REO Loan with respect thereto) as of the end of
     such Due Period at the applicable Mortgage Rate (less the related Master
     Servicing Fee Rate and Primary Servicing Fee Rate). The amount of the
     Assumed Scheduled Payment for any A Loan or Junior Loan shall be calculated
     solely by reference to the terms of such A Loan or Junior Loan, as
     applicable (as modified in connection with any bankruptcy or similar
     proceeding involving the related Borrower or pursuant to a modification,
     waiver or amendment thereof granted or agreed to by the applicable Master
     Servicer or the applicable Special Servicer pursuant to the terms hereof)
     and without regard to the remittance provisions of the related
     Intercreditor Agreement; and

          (b) any REO Loan that is not delinquent in respect of its Balloon
     Payment, an amount equal to the sum of (i) the principal portion of the
     Monthly Payment that would have been due on the related Loan on the related
     Due Date based on the original amortization schedule thereof (as calculated
     with interest at the related Mortgage Rate), if applicable, assuming the
     related Mortgaged Property had not become an REO Property, after giving
     effect to any modification of the related Loan, and (ii) one month's
     interest on the Stated Principal Balance of such REO Loan as of the end of
     such Due Period at the applicable Mortgage Rate.

            "Available Class 375 Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on the 375 Park Avenue Loan (and
any related REO Property) allocable to the 375 Park Avenue Non-Pooled Portion as
provided in Section 3.33 and on deposit in the Collection Account as of the
close of business on the Business Day preceding the related Servicer Remittance
Date, exclusive of the following amounts, to the extent allocable to the 375
Park Avenue Non-Pooled Portion:

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

          (ii) all Principal Prepayments, Balloon Payments, Liquidation Proceeds
     or Insurance and Condemnation Proceeds, all amounts paid in connection with
     a repurchase of the 375 Park Avenue Loan pursuant to Section 2.03(b), and
     all other unscheduled recoveries received after the related Determination
     Date;

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

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

          (v) all Prepayment Premiums and Yield Maintenance Charges;

          (vi) any net interest or net investment income on funds on deposit in
     the Interest Reserve Account, any Cash Collateral Account, any Lock-Box
     Account, any Reserve Account or any REO Account or in Permitted Investments
     in which such funds may be invested; and

            (vii) with respect to any Distribution Date relating to each
      Interest Accrual Period ending in each February or in any January in a
      year which is not a leap year, an amount equal to one day of interest on
      the Stated Principal Balance of the 375 Park Avenue Non-Pooled Portion as
      of the Distribution Date in the month preceding the month in which such
      Distribution Date occurs at the related Mortgage Rate to the extent such
      amount is to be deposited in the Interest Reserve Account and held for
      future distribution pursuant to Section 3.29.

            (b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred with respect to the 375 Park Avenue Non-Pooled
Portion from the REO Account to the Collection Account for such Distribution
Date pursuant to Section 3.16(c);

            (c) all funds released from the Interest Reserve Account for
distribution on such Distribution Date to the 375 Park Avenue Non-Pooled
Portion; and

            (d) the portion of any payments made by the Holders of the Class 375
Certificates attributable to interest on the 375 Park Avenue Non-Pooled Portion
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 Loans (and
     any related REO Properties) (other than amounts relating to the 375 Park
     Avenue Non-Pooled Portion) on or prior to the related Determination Date
     and on deposit in the respective Collection Accounts as of the close of
     business on the Business Day preceding the Master Servicer Remittance Date,
     exclusive of any portion of such aggregate amount that is comprised of one
     or more of the following amounts (without duplication):

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

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

               (iii) all amounts that are payable or reimbursable to any Person
          from the Distribution Account pursuant to clauses (iii) through (vi),
          inclusive, of Section 3.05(b);

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

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

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

               (vii) with respect to any Distribution Date relating to each
          Interest Accrual Period ending in each February or in any January in a
          year which 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) all amounts received with respect to a Serviced Loan
          Combination that are required to be paid to any related Junior Loan
          Holder, as applicable, pursuant to the terms of the related Junior
          Loan, as applicable, and the related Intercreditor Agreement (which
          amounts will be deposited into the related Junior Loan Custodial
          Account pursuant to Section 3.04 and/or Section 3.05, and withdrawn
          from such accounts pursuant to Section 3.05);

               (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 Loans in the
     Mortgage Pool from any REO Account to any Collection Account for such
     Distribution Date pursuant to Section 3.16(c) (other than with respect to
     the 375 Park Avenue Non-Pooled Portion);

          (c) the aggregate amount of any P&I Advances made in respect of the
     Mortgage Pool by the Master Servicers and/or the Trustee, as applicable,
     for such Distribution Date (other than with respect to the 375 Park Avenue
     Non-Pooled Portion) 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;

          (d) all funds released from the Interest Reserve Account for
     distribution on such Distribution Date (other than with respect to the 375
     Park Avenue Non-Pooled Portion);

          (e) the portion of any Cure Payments made by the Holders of the Class
     375 Certificates attributable to principal or interest on the 375 Park
     Avenue Pooled Portion pursuant to Section 3.33;

          (f) any and all payments required to be made by the Master Servicers
     pursuant to Section 3.02(f);

          (g) the aggregate amount transferred (pursuant to Section 3.05(d))
     from the Excess Liquidation Proceeds Account to the Distribution Account in
     respect of such Distribution Date; and

          (h) if and to the extent not already included in clause (a) hereof,
     any Cure Payment (except for any portion thereof payable or reimbursable to
     the applicable Master Servicer or Special Servicer), made by any CBA B Loan
     Holder pursuant to the terms of the related Intercreditor Agreement during
     the related Due Period and allocable to principal or interest with respect
     to the related Loan.

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

            "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Balloon 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
or other early collection of principal on any Loan (or any successor REO Loan
with respect thereto) and any of the Class A-1, Class A-1-A, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates, a fraction
(not greater than 1) (a) whose numerator is the 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 or other early collection of principal and (b) whose denominator is
the amount, if any, by which the (i) Mortgage Rate on such Loan (or REO Loan)
exceeds (ii) the Yield Rate (as provided by the applicable Master Servicer) used
in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment or other early collection of principal; provided, however, that if
such Yield Rate is greater than or equal to the lesser of (x) the Mortgage Rate
on such Loan (or REO Loan) and (y) the Pass-Through Rate described in clause
(a)(i) above, then the Base Interest Fraction shall be zero.

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

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

            "Cash Collateral Account": With respect to any 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 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 Loan and Section 3.06, which Person (and
not the Trust) may be taxed on all reinvestment income or gain thereon. The
applicable Master Servicer shall be permitted to make withdrawals therefrom
solely for deposit into a Collection Account or a Servicing Account, or to remit
to the Borrower as required by the related Loan Documents, as applicable. To the
extent not inconsistent with the terms of the related Loan, each such Cash
Collateral Account shall be an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any 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 Loan": The Loans secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as Northside Square and Spring Creek
Apartments-Senior, respectively, each of which Loans are senior in right of
payment to the related CBA B Loan, to the extent set forth in the related CBA
Intercreditor Agreement.

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

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

            "CBA B Loan": With respect to each CBA A Loan, the mortgage loan
secured, on a subordinate basis, by the same Mortgage on the same Mortgaged
Property as such CBA A Loan, which subordinate mortgage loan is not included in
the Trust Fund.

            "CBA B Loan Holder": With respect to any CBA A/B Loan Pair,
CBA-Mezzanine Capital Finance, LLC or its successors and assigns, as the holder
of the related CBA B Loan.

            "CBA Intercreditor Agreement": With respect to each CBA A/B Loan
Pair, the related intercreditor agreement entered into by and between the holder
of the related CBA A Loan and the related CBA B Loan Holder, as the same may be
further amended from time to time in accordance with the terms thereof.

            "Centergy Office Loan": The Loan that is secured by a Mortgage on
the Centergy Office Property.

            "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 2005-C5, as executed by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Certificate Registrar.

            "Certificate Notional Amount": With respect to any Class A-X, Class
A-SP or Class A-Y 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,
Class A-SP or Class A-Y Notional Amount, as applicable.

            "Certificate Owner": With respect to a 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 Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then principal balance of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class Principal Balance of the
subject Class of Sequential Pay Certificates.

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

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement with respect to the rights, obligations or liabilities of the
Trustee, a Master Servicer or a Special Servicer, any Certificate registered in
the name of such Trustee, Master Servicer, Special Servicer or any Affiliate of
any of them, as applicable, 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 has been obtained; provided that (i)
such restrictions shall not apply to the selection of the Controlling Class (or
the Directing Certificateholder) or the exercise of a Special Servicer's or its
Affiliates' rights as a member of the Controlling Class and (ii) the foregoing
shall not apply if the Trustee, a Master Servicer or a Special Servicer, as the
case may be, and/or their Affiliates, own the entire Class of each Class of
Certificates affected by such action, vote, consent or waiver. The Trustee shall
be entitled to request and conclusively rely upon a certificate of a Master
Servicer or a Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

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

            "Class 375 Certificate": Any Class 375-A, Class 375-B or Class 375-C
Certificate.

            "Class 375 Cure Period":  As defined in Section 3.33(c).

            "Class 375 Purchase Date":  As defined in Section 3.33(b).

            "Class 375 Purchase Notice":  As defined in Section 3.33(b).

            "Class 375-A Certificate": A Certificate designated as "Class 375-A"
on the face thereof, in the form of Exhibit A-6 hereto.

            "Class 375-A Pass-Through Rate": A per annum rate equal to 5.1050%
and multiplied by a fraction the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is 30.

            "Class 375-B Certificate": A Certificate designated as "Class 375-B"
on the face thereof, in the form of Exhibit A-6 hereto.

            "Class 375-B Pass-Through Rate": A per annum rate equal to 5.2020%
and multiplied by a fraction the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is 30.

            "Class 375-C Certificate": A Certificate designated as "Class 375-C"
on the face thereof, in the form of Exhibit A-6 hereto.

            "Class 375-C Pass-Through Rate": A per annum rate equal to 5.5900%
multiplied by a fraction the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is 30.

            "Class A Sequential Pay Certificate": Any Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 or Class A-1-A Certificate.

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

            "Class A-1 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0460% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class A-1-A Certificate": A Certificate designated as "Class A-1-A"
on the face thereof, substantially in the form of Exhibit A-1 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": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-2 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-3 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-AB Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-4 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "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": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-SP Component": Any of Component A-1-2, Component A-2-1,
Component A-2-2, Component A-3-1, Component A-3-2, Component A-3-3, Component
A-AB-1, Component A-AB-2, Component A-4-1, Component A-4-2, Component A-4-3,
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, Component A-1-A-8, Component A-M,
Component A-J, Component B, Component C, Component D-1, Component D-2, Component
E, Component F-1, Component F-2, Component G-1, Component G-2, Component H,
Component J-1, Component J-2, Component K-1 and Component K-2. Each of the Class
A-SP Components constitutes a separate "regular interest" in the Upper-Tier
REMIC.

            "Class A-SP Notional Amount": As of any date of determination, the
sum of then Component Notional Amounts of the Class A-SP Components; provided
that, for reporting purposes, the Class A-SP Notional Amount from time to time
shall be calculated in accordance with the Prospectus Supplement.

            "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
respective Class A-SP Strip Rates of the Class A-SP Components for (and weighted
on the basis of their respective Component Notional Balances immediately prior
to) such Distribution Date; provided that, for reporting purposes, the Class
A-SP Pass-Through Rate for each Distribution Date shall be calculated in
accordance with the Prospectus Supplement.

            "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 Rate for such
Distribution Date and (II) the Reference 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-X Certificate": A Certificate designated as "Class A-X" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

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

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

            "Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
respective Class A-X Strip Rates of the Class A-X Components for (and weighted
on the basis of their respective Component Notional Balances immediately prior
to) 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 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 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 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 A-Y Certificate": A Certificate designated as "Class A-Y" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-Y Notional Amount": With respect to the Class A-Y
Certificates, as of any date of determination, the then aggregate Stated
Principal Balance of the Specially Designated Co-op Loans and any successor REO
Loans with respect thereto.

            "Class A-Y Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
respective Class A-Y Strip Rates of the Specially Designated Co-op Loans and any
successor REO Loans with respect thereto for (and weighted on the basis of their
respective Stated Principal Balances immediately prior to) such Distribution
Date.

            "Class A-Y Strip Rate": With respect to any Specially Designated
Co-op Loan (and any successor REO Loan with respect thereto), for any
Distribution Date, a rate per annum equal to either: (1) if such Loan accrues
interest on a 30/360 Basis, 0.10%; and (2) if such Loan accrues interest on an
Actual/360 Basis, the product of (a) 0.10%, multiplied by (b) a fraction, the
numerator of which is the number of days in the Interest Accrual Period that
corresponds to such Distribution Date, and the denominator of which 30.

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

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% 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, substantially in the form of Exhibit A-1 hereto.

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% 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, substantially in the form of Exhibit A-3 hereto.

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1000% 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, substantially 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) 5.1000% 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, substantially 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) 5.1000% 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, substantially 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) 5.1000% 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, substantially 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 lesser of (i) 5.1000% and (ii) 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, substantially 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) 5.1000% 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, substantially 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) 5.1000% 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, substantially 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) 5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class LA-1-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-3 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-4 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-5 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-6 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-7 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-8 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3-3 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-AB-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-AB-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-3 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-M Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-J Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-Y Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Notional Balance and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LB Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LC Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LD-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LD-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LF-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LF-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LG-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LG-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LH Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LJ-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LJ-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LK-1 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LK-2 Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LL Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LM Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LN Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LO Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class LP Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

            "Class L375-A Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class L375-B Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class L375-C Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

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

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0600% 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, substantially 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) 5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, substantially 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) 5.0600% 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, substantially 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) 5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class Q Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class S Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0600% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class Principal Balance": With respect to any Class of Sequential
Pay Certificates, as of any date of determination, a principal amount equal to
the Original Class Principal Balance of such Class as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any distributions of principal made
with respect to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.01(a) and (ii) any Collateral Support
Deficit allocated to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.04.

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

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

            "Clearstream": Clearstream Banking, Luxembourg, or any successor.

            "Closing Date": November 9, 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 Servicers, jointly, and reasonably acceptable to the Trustee, the
Special Servicers and the Directing Certificateholder.

            "CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery 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 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 (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "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 (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "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 and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder and the Rating
Agencies otherwise consent to an alternative form of such report).

            "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 reasonably
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

            "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 (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "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
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "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
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "CMSA Investor Reporting Package":

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

          (b) the following 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 Loan Level Reserve/LOC Report, (vi) CMSA
     Comparative Financial Status Report, (vii) CMSA Servicer Watch List, (viii)
     CMSA Operating Statement Analysis Report, (ix) CMSA NOI Adjustment
     Worksheet, (x) CMSA Reconciliation of Funds and (xi) the CMSA Advance
     Recovery Report; and

          (c) such other reports as CMSA may designate as part of the "CMSA
     Investor Reporting Package" from time to time generally;

provided that, in the case of each Mortgaged Property securing a Co-op Loan, the
respective files and reports comprising the CMSA Investor Reporting Package
shall present the Projected Net Cash Flow for such Mortgaged Property and the
Debt Service Coverage Ratio for such Co-op Loan, as such terms apply to
residential cooperative properties, if and to the extent that such file or
report requires preparation and/or submission of data concerning net cash flow
or debt service coverage.

            "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" 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 (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "CMSA Loan Periodic Update File": A 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
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

            "CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "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 (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "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 (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report), and in any event, shall present the
computations made in accordance with the methodology described in such form to
"normalize" the full year net operating income or net cash flow, as applicable,
and debt service coverage numbers used in the other reports required by this
Agreement.

            "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 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 (unless the Directing Certificateholder and the Rating
Agencies otherwise consent to an alternative form of such report).

            "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 (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

            "CMSA Realized Loss Report": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Realized Loss 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 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 (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or 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 (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

            "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
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

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

            "Code": The Internal Revenue Code of 1986 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, be applied to the Trust or the Certificates.

            "Collateral Support Deficit": As defined in Section 4.04.

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by each Master
Servicer or any Sub-Servicer on behalf of such Master Servicer pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the Certificateholders
and any related Junior Loan Holder(s) (other than a CBA B Loan Holder) and, with
respect to any CBA A/B Loan Pair after the occurrence of a CBA A/B Material
Default, on behalf of the related CBA B Loan Holder, as applicable, as their
interests may appear, into which the amounts set forth in Section 3.04(a) shall
be deposited directly, which account shall, subject to Section 3.04(h), be
entitled substantially as follows: "[name of subject Master Servicer], in trust
for [name of Trustee], as Trustee for the benefit of Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C5, and each related Junior Loan Holder, as
applicable, as their interests appear, Collection Account". Any such account or
accounts or, subject to Section 3.04(h), sub-accounts shall be an Eligible
Account and shall be part of the Lower-Tier REMIC (except with respect to
collections on the 375 Park Avenue Loan, which shall be part of the 375 Park
Avenue Loan REMIC).

            "Column Performance Guarantee": The Guarantee dated as of November
9, 2005, from the Column Performance Guarantor in favor of the Trustee, relating
to the obligations of the CSFB Mortgage Loan Seller under Section 7 of the CSFB
Mortgage Loan Purchase Agreement.

            "Column Performance Guarantor": CSFB USA Inc., its successor in
interest or any successor guarantor under the Column Performance Guarantee.

            "Commission": The Securities and Exchange Commission.

            "Component": Any of the components of the Class A-X or Class A-SP
Certificates, which components are: (a) in the case of the Class A-X
Certificates, the respective 44 Components listed below; and (b) in the case of
the Class A-SP Certificates, the respective Class A-SP Components.

            "Component A-1-1": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-1 Lower-Tier Interest as of any
date of determination.

            "Component A-1-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-2 Lower-Tier Interest as of any date of determination.

            "Component A-2-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2-1 Lower-Tier Interest as of any date of determination.

            "Component A-2-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-2-2 Lower-Tier Interest as of any date of determination.

            "Component A-3-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-3-1 Lower-Tier Interest as of any date of determination.

            "Component A-3-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-3-2 Lower-Tier Interest as of any date of determination.

            "Component A-3-3": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-3-3 Lower-Tier Interest as of any date of determination.

            "Component A-AB-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-AB-1 Lower-Tier Interest as of any date of determination.

            "Component A-AB-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-AB-2 Lower-Tier Interest as of any date of determination.

            "Component A-4-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-1 Lower-Tier Interest as of any date of determination.

            "Component A-4-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-2 Lower-Tier Interest as of any date of determination.

            "Component A-4-3": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-4-3 Lower-Tier Interest as of any date of determination.

            "Component A-1-A-1": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-1 Lower-Tier Interest as of any
date of determination.

            "Component A-1-A-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-2 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-3": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-3 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-4": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-4 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-5": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-5 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-6": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-6 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-7": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-7 Lower-Tier Interest as of any date of
determination.

            "Component A-1-A-8": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-1-A-8 Lower-Tier Interest as of any date of
determination.

            "Component A-J": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-J Lower-Tier Interest as of any date of determination.

            "Component A-M": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LA-M Lower-Tier Interest as of any date of determination.

            "Component B": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LB Lower-Tier Interest as of any date of determination.

            "Component C": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LC Lower-Tier 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            November 2006 Distribution Date
Components A-2-2, A-3-1, A-1-A-3, and K-1      November 2007 Distribution Date
Components A-2-3, A-3-2, A-1-A-4, J-1 and      November 2008 Distribution  Date
Components A-2-4, A-3-3, A-1-A-5, A-AB-1,      November 2009 Distribution
G-1, H and J-2                                 Date
Components A-4-1, A-1-A-6, A-AB-2, F-1 and     November 2010 Distribution
G-2                                            Date
Components A-4-2, A-1-A-7, D-1, E and F-2      November 2011 Distribution Date
Components A-4-3, A-M, A-1-A-8, A-J, B, C      November 2012 Distribution Date
and D-2

            "Component D-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LD-1 Lower-Tier Interest as of any date of determination.

            "Component D-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LD-2 Lower-Tier Interest as of any date of determination.

            "Component E": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LE Lower-Tier Interest as of any date of determination.

            "Component F-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LF-1 Lower-Tier Interest as of any date of determination.

            "Component F-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LF-2 Lower-Tier Interest as of any date of determination.

            "Component G-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LG-1 Lower-Tier Interest as of any date of determination.

            "Component G-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LG-2 Lower-Tier Interest as of any date of determination.

            "Component H": O One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LH Lower-Tier Interest as of any date of determination..

            "Component J-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LJ-1 Lower-Tier Interest as of any date of determination.

            "Component J-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LJ-2 Lower-Tier Interest as of any date of determination.

            "Component K-1": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LK-1 Lower-Tier Interest as of any date of determination.

            "Component K-2": One of the 43 components of the Class A-X
Certificates and one of the 34 components of the Class A-SP Certificates having
a Component Notional Amount equal to the then current Lower-Tier Principal
Amount of the Class LK-2 Lower-Tier Interest as of any date of determination.

            "Component L": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LL Lower-Tier Interest as of any date
of determination.

            "Component M": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LM Lower-Tier Interest as of any date
of determination.

            "Component N": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LN Lower-Tier Interest as of any date
of determination.

            "Component O": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LO Lower-Tier Interest as of any date
of determination.

            "Component P": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LP Lower-Tier Interest as of any date
of determination.

            "Component Q": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LQ Lower-Tier Interest as of any date
of determination.

            "Component S": One of the 43 components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LS Lower-Tier 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 Lower-Tier Principal Amount
of its Corresponding Uncertificated Lower-Tier Interest.

            "Control Appraisal Event" shall mean with respect to the 375 Park
Avenue Loan that (a) (1) the initial 375 Park Avenue Non-Pooled Portion
principal balance minus (2) the sum of (x) any payments of principal (whether as
prepayments or otherwise) allocated to, and received on, the 375 Park Avenue
Non-Pooled Portion, (y) any Appraisal Reduction Amounts and (z) any realized
losses with respect to the 375 Park Avenue Loan, is less than (b) 25% of the
initial 375 Park Avenue Non-Pooled Portion principal balance.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates then outstanding that has a
Class Principal Balance at least equal to 25% of the initial Class Principal
Balance of such Class; or, if no such Class exists, the most subordinate Class
of Sequential Pay Certificates then outstanding that has a Class Principal
Balance greater than zero. As of the Closing Date, the Controlling Class shall
be the Class O Certificates. For purposes of this definition, the respective
Classes of the Class A Sequential Pay Certificates shall be treated as a single
Class and, if appropriate under the terms of this definition, shall collectively
constitute the Controlling Class. With respect to the Class 375 Certificates,
the Controlling Class shall be the Class 375-C Certificates, until the balance
thereof (net of Appraisal Reduction Amounts allocable to such Class) is reduced
to 25% of the initial Class Principal Balance of such Class, and then shall be
the Class 375-B Certificates, until the balance thereof (net of Appraisal
Reduction Amounts allocable to such Class) is reduced to 25% of the initial
Class Principal Balance of such Class, and then shall be the Class 375-A
Certificates, provided, that if a Control Appraisal Event has occurred with
respect to the 375 Park Avenue Loan, then the Controlling Class with respect to
the 375 Park Avenue Loan shall be the Controlling Class for the Regular
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.

            "Co-op Loan": Any Loan that, as of the date it is first included in
the Trust Fund, is secured by a Mortgage that encumbers a residential
cooperative property, as identified on the Mortgage Loan Schedule.

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its mortgage-backed securities trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at, with respect to Certificate
transfers and surrenders, at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0113 and, for all other purposes, at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, or at such other address as the Trustee or
Certificate Registrar may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicers and the Special
Servicers.

            "Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments (for such
purposes taking into account any modification or amendment of the subject Loan
or any Junior Loan, as the case may be) and as to which Loan or Junior Loan, as
the case may be, the Special Servicer has returned servicing to the Master
Servicer pursuant to Section 3.21(a).

            "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.

            "Crossed Group": Any group of Loans that is cross-defaulted and
cross-collateralized with each other.

            "Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all related Crossed Loans remaining in the Trust Fund 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 Loans, together with the affected Crossed Loan, for the four
calendar quarters immediately preceding the repurchase or substitution and (b)
1.25x, (ii) the Loan-to-Value Ratio for any related Crossed Loans remaining in
the Trust Fund determined at the time of repurchase or substitution based upon
an Appraisal obtained by the Special Servicer at the expense of the related
Responsible Party is not greater than the least of (a) the Loan-to-Value Ratio
for all such related Crossed Loans, together with the affected Crossed Loan, as
set forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, together with the
affected Crossed Loan, determined at the time of repurchase or substitution
based upon an Appraisal obtained by the applicable Special Servicer at the
expense of the related Responsible Party and (c) 75%, and (iii) the Trustee
receives an Opinion of Counsel (at the expense of the related Responsible Party)
to the effect that such repurchase or substitution will not result in the
imposition of a tax on the Trust Fund or its assets, income or gain, cause the
remaining Crossed Loans to have been significantly modified under the REMIC
Provisions or cause any Trust REMIC 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 Loans": The mortgage loans transferred to the Depositor
pursuant to the CSFB Mortgage Loan Purchase Agreement and identified on Schedule
II thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the CSFB Mortgage Loan Purchase Agreement.

            "CSFB Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the CSFB Mortgage Loan Seller as seller, dated as of
November 1, 2005, relating to the transfer of all of the CSFB Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

            "CSFB Mortgage Loan Seller" or "Column": Column Financial, Inc., a
Delaware corporation, and its successors in interest.

            "Cure Event": The exercise by the Directing Certificateholder of the
Class 375 Certificates of the cure rights set forth herein whether for one
month, or for consecutive months in the aggregate.

            "Cure Payments": Either (X) with respect to any 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 Loan, the payment that
such Junior Loan Holder makes to the applicable Master Servicer or Special
Servicer, 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 applicable
Master Servicer or Special Servicer (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 Loan) during the
period of time from the expiration of the grace period under such Loan until
such Cure Payment is made or such other cure is otherwise effected or (Y)
payments made by the Directing Certificateholder of the Class 375 Certificates
pursuant to Section 3.33(c), which payments shall consist (without duplication)
of (i) all amounts that would be allocable to the 375 Park Avenue Pooled Portion
pursuant to clauses first through fourth of Section 3.33(a) with respect to the
Distribution Date related to the most recent Due Date on the 375 Park Avenue
Loan as if no default existed under the 375 Park Avenue Loan, (ii) the full
amount of all unreimbursed P&I Advances and Servicing Advances with respect to
the 375 Park Avenue Loan, together with interest thereon, and any other Trust
Fund expenses related to the 375 Park Avenue Loan and (iii) with respect to any
default consisting of the failure by the related Borrower to observe a covenant
under the 375 Park Avenue Loan (other than the covenant to pay principal and
interest and any other amounts due to the lender thereunder) which failure can
be cured by the payment of money (including but not limited to the covenant of
the Borrower to pay property taxes and to maintain insurance), to the extent
that a Servicing Advance has not yet been made in respect of such default, the
amount necessary to allow the Servicer or Special Servicer to cure such default.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Loans in November 2005.

            "Cut-off Date Principal Balance": With respect to any Loan or Junior
Loan, the outstanding principal balance of such Loan or Junior 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 Loan (other than
Co-op Loans) 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 Loan during such period; and with respect to Co-op Loans, as of any date of
determination, the ratio of (1) the Projected Net Cash Flow for the related
Mortgaged Property on an annualized basis to (2) the annualized amount of debt
service payable on that Co-op Loan.

            "Default Interest": With respect to any Loan, Junior Loan or REO
Loan, any amounts collected thereon, other than late payment charges or
prepayment consideration, that represent interest in excess of interest accrued
on the principal balance of such Loan, Junior Loan or REO Loan at the related
Mortgage Rate, such excess interest arising out of a default thereunder.

            "Defaulted Loan": A Loan that is (i) at least 60 days delinquent in
respect of its Monthly Payments, or (ii) 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 Loan becoming a Specially Serviced 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 Loan or related Junior Loan has not been received.

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

            "Defeasance Collateral": As defined in Section 3.08.

            "Defeasance Loan": As defined in Section 3.08.

            "Defect": As defined in Section 2.02(e).

            "Deficient Valuation": With respect to any Loan (other than any Loan
that constitutes part of a Serviced Loan Combination), or any CBA A/B Loan Pair,
a valuation by a court of competent jurisdiction of the related Mortgaged
Property in an amount less than the then outstanding principal balance of such
Loan or such CBA A/B Loan Pair, as the case may be, which valuation results from
a proceeding initiated under the Bankruptcy Code.

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

            "Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

            "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.

            "Directing Certificateholder": The Controlling Class
Certificateholder, or its designee, selected by the holders or beneficial owners
of more than 50% of the Percentage Interests in the Controlling Class, by
Certificate Principal Balance, as certified by the Trustee from time to time,
and as shall be evidenced by notice delivered by the Directing Certificateholder
to the parties hereto and the prior Directing Certificateholder, if any;
provided, however, that until a Directing Certificateholder is so selected or
after receipt of a notice from the Holders of more than 50% of the Percentage
Interests in the Controlling Class that a Directing Certificateholder is no
longer designated, the Controlling Class Certificateholder that beneficially
owns the largest aggregate Certificate Principal Balance of the Controlling
Class shall be the Directing Certificateholder. The initial Directing
Certificateholder will be Cadim TACH, inc. No appointment of any other Person as
a Directing Certificateholder shall be effective until such Person provides the
Trustee, the Master Servicers and the Special Servicers 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 a Directing Certificateholder, the Master Servicers, the
Special Servicers and the Trustee shall not be required to recognize the
Controlling Class Certificateholder that beneficially owns the largest aggregate
Certificate Principal Balance of the Controlling Class as the Directing
Certificateholder until such Controlling Class Certificateholder 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). With respect to the Class 375 Certificates, the Directing
Certificateholder of such Classes shall be selected by the Holders of 50% of the
Percentage Interests in the Class 375-C Certificates.

            "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 applicable
Master Servicer or Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the applicable Master Servicer or 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.

            "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
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the 375 Park Avenue Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail 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 Class R 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(i), sub-accounts (including the 375 Park Avenue Loan REMIC Distribution
Account and sub-accounts for the Lower-Tier REMIC and the Upper-Tier REMIC)
created and maintained by the Trustee, pursuant to Section 3.04(b), in trust for
the Certificateholders, which, subject to Section 3.04(i), shall be entitled
"Wells Fargo Bank, N.A. [or name of any successor Trustee], as Trustee, for the
benefit of Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-C5, Distribution
Account." Any such account or sub-account shall be an Eligible Account or,
subject to Section 3.04(i), a sub-account of an Eligible Account.

            "Distribution Date": With respect to any month, the fourth Business
Day after the Determination Date of such month, commencing in December 2005.

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

            "Due Period": With respect to each Distribution Date, the period
commencing 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 November 14, 2005) and ending on
and including the Determination Date in the calendar month in which such
Distribution Date occurs.

            "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) the long-term unsecured debt obligations of which are
rated at least "AA" by S&P and Fitch (or, in either case, "A" if the short-term
debt obligations thereof have a short-term rating of not less than "A-1" by S&P
or "F-1" by Fitch, as applicable), 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 "F-1" by Fitch, 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, in either case, has a combined capital and surplus of at least
$50,000,000 and 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), (iii) in the case of Reserve Accounts and Servicing Accounts
with respect to NCB/Column Loans, any account maintained with NCB, FSB (provided
that NCB, FSB has a combined capital and surplus of at least $40,000,000), (iv)
for so long as GMAC Commercial Mortgage Corporation is acting as a Master
Servicer, a segregated trust account or accounts maintained at Escrow Bank,
Midvale, Utah, (v) for so long as GMAC Commercial Mortgage Corporation is acting
as the Master Servicer, a segregated trust account or accounts maintained at
Escrow Bank, Midvale, Utah; provided that Escrow Bank has corporate trust
powers, is acting in its fiduciary capacity and is subject to a regulation
regarding fiduciary funds substantially similar to Section 9.10(b) of Title 12
of the Code of Federal Regulations or (vi) 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 Loan, any
insurance policy covering Insured Environmental Events that is maintained from
time to time in respect of such 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 a 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 Loans or any
successor REO Loan with respect thereto, interest accrued on such ARD Loan or
REO Loan, as the case may be, and allocable to the Excess Rate. The Excess
Interest is an asset of the Trust Fund, but shall not be an asset of either
Trust REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or, subject to Section 3.04(i), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders,
which, subject to Section 3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or
name of any successor Trustee]," as Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C5, Excess Interest Distribution Account" and which
shall be an Eligible Account or, subject to Section 3.04(i), a sub-account of an
Eligible Account. The Excess Interest Distribution Account shall not be an asset
of either Trust REMIC or of the 375 Park Avenue Loan REMIC.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Loan
or REO Property, net of (i) interest on any related Advances and (ii) any
related Servicing Advances, over (b) the amount needed to pay off in full such
Loan (or if such amount relates to a Loan Combination, the amount needed to pay
off such Loan Combination) or the related REO Loan(s) and all amounts due with
respect thereto.

            "Excess Liquidation Proceeds Account": The trust account, accounts
or, subject to Section 3.04(i), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(d), in trust for the Certificateholders,
which, subject to Section 3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or
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 2005-C5". The Excess Liquidation Proceeds
Account shall be an asset of the Lower-Tier REMIC (other than with respect to
the 375 Park Avenue Loan REMIC), and with respect to the 375 Park Avenue Loan
REMIC shall be an "outside reserve fund" beneficially owned by the Holders of
the Class R Certificates, who shall be treated as the beneficial owners thereof
for federal income tax purposes and taxable on all reinvestment income thereon,
and (notwithstanding that such funds are to be held for the benefit of the
Holders of the Regular Certificates until the termination of the Trust Fund
pursuant to Section 9.01 hereof) to whom any distribution of Excess Liquidation
Proceeds from the Loan REMIC shall be deemed to be made. Any such account or,
subject to Section 3.04(i), sub-account shall be an Eligible Account.

            "Excess Rate": With respect to each ARD Loan (and each REO Loan that
relates to an ARD Loan) after the related Anticipated Repayment Date, the excess
of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each
as initially set forth in the Mortgage Loan Schedule.

            "Excess Servicing Strip": Solely with respect to the Loans serviced
by Master Servicer No. 2, with respect to any Loan or any successor REO Loan
with respect thereto, the portion of the related Master Servicing Fee calculated
at an annual rate equal to the excess, if any, of the related Master Servicing
Fee Rate over 0.005% (0.5 basis points) 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 Report": The monthly Statement to Certificateholders
to be filed with the Commission, under cover of the related form required by the
Exchange Act.

            "Exemption Favored Party": Any of (i) Credit Suisse First Boston
LLC, (ii) any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Credit Suisse First
Boston 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 and Class V
Certificates) that is investment grade rated by at least one Rating Agency.

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

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

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

            "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 applicable
Special Servicer with respect to any defaulted Loan, Junior Loan or any 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.

            "Fitch": Fitch, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "Fitch" 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 Fitch, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of Fitch,
be deemed to refer to such applicable rating category of Fitch, without regard
to any plus or minus or other comparable rating qualification.

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

            "GAAP": Generally Accepted Accounting Principles in the United
States.

            "GECC Loans": The mortgage loans transferred to the Depositor
pursuant to the GECC Mortgage Loan Purchase Agreement and identified on Schedule
II thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the GECC Mortgage Loan Purchase Agreement.

            "GECC Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the GECC Mortgage Loan Seller as seller, dated as of
November 1, 2005, relating to the transfer of all of the GECC Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

            "GECC Mortgage Loan Seller": General Electric Capital Corporation, a
Delaware corporation, and its successors in interest.

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

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

            "GMACCM Fixed Interest Amount Loan": Any GMACCM Trust Mortgage Loan
the terms of which provide for the payment of a fixed amount of interest during
an interest-only period.

            "GMACCM Fixed Interest Period": With respect to any GMACCM Fixed
Interest Amount Loan, the period during which monthly debt service payments with
respect to such GMACCM Fixed Interest Amount Loan consist of the payment of
interest only.

            "GMACCM Loan": The mortgage loans transferred to the Depositor
pursuant to the GMACCM Mortgage Loan Purchase Agreement and identified on
Schedule II thereto, together with any mortgage loans substituted in replacement
thereof pursuant to the GMACCM Mortgage Loan Purchase Agreement.

            "GMACCM Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the GMACCM Mortgage Loan Seller as seller, dated as
of November 1, 2005, relating to the transfer of all of the GMACCM Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

            "Grantor Trust": The portion of the Trust Fund consisting of the
Excess Interest, proceeds thereof and the Excess Interest Distribution Account,
intended to be treated as a grantor trust as defined under subpart E of Part 1
of subchapter J of the Code.

            "Group A Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group A, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.

            "Group B Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group B, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
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.

            "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, each Master Servicer, each Special Servicer, the Trustee 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, any Master Servicer, any Special Servicer or any Affiliate thereof
and (iii) is not connected with the Depositor, any Junior Loan Holder, any
Master Servicer, any 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, any Master Servicer, any
Special Servicer, the Trustee 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, such Junior Loan Holder, such Master
Servicer, such Special Servicer, the Trustee or any Affiliate thereof, as the
case may be, provided that such ownership constitutes less than 1.0% of the
total assets of such Person.

            "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, any Master Servicer or the Trust, delivered to the
Trustee and the applicable 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 no Master
Servicer or Special Servicer shall be considered to be an Independent Contractor
under the definition in this clause (i) unless an Opinion of Counsel (at the
expense of the party seeking to be deemed an Independent Contractor) has been
delivered to the Trustee to that effect or (ii) any other Person (including the
Master Servicers and the Special Servicers) upon receipt by the Trustee and the
applicable 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
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 LTV Co-op Basis": With respect to any Co-op Loan, the
related loan-to-value ratio specified on the Mortgage Loan Schedule.

            "Initial Purchaser": Credit Suisse First Boston LLC, as initial
purchaser of the Non-Registered Certificates.

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

            "Initial Review Period": As defined in Section 3.21(e).

            "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, saving 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 applicable 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 immediately preceding sentence, the most recent financial statements of such
transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) paid under any Insurance Policy or in connection with the full or
partial 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 Loan, Junior 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 Loan, Junior Loan (or the related Mortgaged
Property) or such REO Property, as the case may be.

            "Insured Environmental Event": As defined in Section 3.07.

            "Intercreditor Agreement": Any CBA Intercreditor Agreement,
individually or collectively, as the case may be.

            "Interest Accrual Period": With respect to any Class of Regular
Certificates, any Uncertificated Lower-Tier Interest or either 375 Park Avenue
Loan REMIC Regular Interest and any Distribution Date, the calendar month
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, Class
A-SP and Class A-Y Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(i), sub-accounts created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or 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 2005-C5, Interest Reserve Account," and which shall be an Eligible
Account or, subject to Section 3.04(i), a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Loan that accrues interest on an
Actual/360 Basis (or any successor REO 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 related Optimal Interest Distribution Amount.

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

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

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

            "Junior Loans": The CBA B Loans, collectively or individually, as
the case may be, each of which are subordinate in right of payment to the
related A Loan.

            "Junior Loan Custodial Account": Each of the custodial accounts or,
subject to Section 3.04(h), sub-accounts (none of which are included in the
Trust Fund) created and maintained by the applicable Master Servicer pursuant to
Section 3.04 on behalf of the respective Junior Loan Holders. Each Junior Loan
Custodial Account shall be maintained as an Eligible Account or, subject to
Section 3.04(h), a sub-account of an Eligible Account.

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

            "Late Collections": With respect to any Loan or Junior Loan, all
amounts (except Penalty Charges) received thereon during any Due 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 Loan or Junior Loan (without regard to any acceleration
of amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously received. With respect to any REO Loan, all amounts
(except Penalty Charges) received in connection with the related REO Property
during any Due 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
Loan or the predecessor Loan (or predecessor Junior Loan, as the case may be)
(without regard to any acceleration of amounts due under the predecessor Loan
(or predecessor Junior Loan, as the case may be) by reason of default) on a Due
Date in a previous Due Period and not previously received.

            "Liquidation Event": With respect to any Loan or REO Property, any
of the following events: (i) payment in full of such Loan; (ii) the making of a
Final Recovery Determination with respect to such Loan or REO Property; (iii)
the repurchase or replacement of such Loan by or on behalf of the related
Responsible Party pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or, in the case of a CSFB Loan, pursuant to the Column Performance
Guarantee; (iv) the purchase of such Loan or REO Property by the 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 any Loan
Combination for which the related Intercreditor Agreement so provides, the
purchase of the related A Loan by a related Junior Loan Holder; (vi) the
purchase of such Loan by a related mezzanine lender pursuant to the terms of any
related intercreditor agreement; (vii) the sale or other liquidation of such REO
Property hereunder; (viii) the purchase of the 375 Park Avenue Loan by the
Directing Certificateholder of the Class 375 Certificates pursuant to Section
3.33; or (ix) the purchase of such Loan or REO Property) by the Holders of more
than 50% of the Percentage Interests in the Controlling Class, a Special
Servicer or a Master Servicer pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the applicable Special Servicer
with respect to each Specially Serviced Loan or REO Loan as to which the
applicable Special Servicer receives a full or discounted payoff with respect
thereto from the related Borrower or any Liquidation Proceeds with respect
thereto, equal to the product of the Liquidation Fee Rate and the proceeds of
such full or discounted payoff or the net Liquidation Proceeds (net of the
related costs and expenses associated with the related liquidation) related to
such liquidated Specially Serviced Loan or REO Loan, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to
clauses (iii), (iv) (so long as the subject repurchase occurs within the
applicable cure period set forth in the related Mortgage Loan Purchase
Agreement, as extended), (v) (with respect to purchases of the Defaulted Loan by
the related Junior Loan Holder, so long as such repurchase occurs within 60 days
from the date the related Loan becomes a Specially Serviced Loan, (vii) or
(viii) of the definition of "Liquidation Proceeds" or, in connection with the
purchase of a Specially Serviced Loan by the applicable Special Servicer or the
actual purchase of a Loan by a mezzanine lender pursuant to the terms of any
related intercreditor agreement unless the purchase price with respect thereto
includes the liquidation fee.

            "Liquidation Fee Rate": As defined in Section 3.11.

            "Liquidation Proceeds": Cash amounts (other than REO Revenues)
actually received by or on behalf of the Trust, net of expenses, in connection
with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Loan or Loan Combination (including in the
case of any Loan Combination, the default of the related Loan or Junior Loan, as
applicable, collectively), 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 Loan by
the Directing Certificateholder or the applicable Special Servicer or any
assignee or Affiliate of either of the foregoing pursuant to Section 3.18; (iv)
the repurchase or replacement of a Loan by or on behalf of the related
Responsible Party pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or, in the case of a CSFB Loan, pursuant to the Column Performance
Guarantee; (v) in the case of any Loan Combination for which the related
Intercreditor Agreement so provides, the purchase of the related A Loan by any
related Junior Loan Holder; (vi) the purchase of any Loan or Loan Combination by
a related mezzanine lender; (vii) the purchase of the 375 Park Avenue Loan by
the Directing Certificateholder of the Class 375 Certificates pursuant to
Section 3.33; or (viii) the purchase of all Loans by Holders of more than 50% of
the Percentage Interests in the Controlling Class, a Special Servicer or a
Master Servicer pursuant to Section 9.01.

            "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 (i) any Loan that becomes a Specially Serviced Loan, and (ii) the 375
Park Avenue Loan, but which does not include any Junior Loan. As used herein,
the term "Loan" includes the related Note, Mortgage and other documents
contained in the related Mortgage File and any related agreements.

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

            "Loan Combination": With respect to any A Loan, such A Loan and the
related Junior Loan(s), collectively.

            "Loan Documents": With respect to each Loan or Junior 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 Loans, any UCC
Financing Statements, the 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 Loan or Junior Loan,
any prior assignments of mortgage in the event that the originator is not the
originator of record, any collateral assignments of property management
agreements and other services 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.

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

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

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

            "Loan REMIC Balance": With respect to the 375 Park Avenue Loan REMIC
Regular Interests, the sum of the Stated Principal Balances of the 375 Park
Avenue Pooled Portion and 375 Park Avenue Non-Pooled Portion from time to time.

            "Loan REMIC Regular Interest": Each of the 375 Park Avenue Loan
REMIC Regular Interests.

            "Loan REMIC Remittance Rate": With respect to any Loan REMIC Regular
Interest for any Distribution Date, the Net Mortgage Pass-Through Rate in effect
for such Distribution Date with respect to the 375 Park Avenue Pooled Portion,
the 375 Park Avenue Non-Pooled Portion or any successor REO Loan with respect
thereto.

            "Loan REMIC Residual Interest": The 375 Park Avenue Loan REMIC
Residual Interest.

            "Loan-to-Value Ratio": With respect to any Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan 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 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 Loan and Section 3.06, which Person (and not the Trust) may be taxed on
all reinvestment income or gain thereon. The applicable Master Servicer shall be
permitted to make withdrawals therefrom for deposit into the related Cash
Collateral Accounts.

            "Lock-Box Agreement": With respect to any 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.

            "Lower-Tier Notional Balance": With respect to the Class LA-Y
Lower-Tier Interest, as of any date of determination, a notional amount equal to
the then Class A-Y Notional Amount.

            "Lower-Tier Principal Amount": With respect to any Uncertificated
Lower-Tier Interest (other than the Class LA-Y Lower-Tier Interest), as of any
date of determination, a principal amount equal to the Original Lower-Tier
Principal Amount of such Uncertificated Lower-Tier Interest as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any deemed distributions of
principal with respect to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.01 and (ii) any Collateral Support
Deficit allocated to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.04.

            "Lower-Tier REMIC": One of three separate REMICs comprising the
Trust Fund, the assets of which consist of the Loans (other than the 375 Park
Avenue Loan and exclusive of any Excess Interest thereon), the 375 Park Avenue
Loan REMIC Regular Interests, any REO Property with respect thereto (exclusive
of any interest therein that a Junior Loan Holder may have), such amounts
(exclusive of any Excess Interest) as shall from time to time be held in a
Collection Account (other than with respect to the 375 Park Avenue Loan), the
Interest Reserve Account (other than with respect to the 375 Park Avenue Loan),
any REO Account (exclusive of any such amounts that are allocable to a Junior
Loan or the 375 Park Avenue Loan), if any, and related amounts held in the
Distribution Account, and except as otherwise provided in this Agreement, all
other property included in the Trust Fund that is not in the Upper-Tier REMIC
and the 375 Park Avenue Loan REMIC or designated as a grantor trust asset in the
Preliminary Statement hereto.

            "Lower-Tier Remittance Rate": With respect to any Uncertificated
Lower-Tier Interest, for any Distribution Date, either: (a) in the case of the
Class LA-Y Lower-Tier Interest, a per annum rate equal to the Class A-Y
Pass-Through Rate for such Distribution Date; (b) in the case of the Class
L375-A, Class L375-B and Class L375-C Lower-Tier Interest, the Pass-Through Rate
of the Corresponding Certificates; and (c) in the case of any other
Uncertificated Lower-Tier Interest, the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

            "MAI": Member of the Appraisal Institute.

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

            "Master Servicer": With respect to (a) the Group A Loans and related
Junior Loans and any related REO Properties, and any matters relating to the
foregoing, Master Servicer No. 1, and (b) the Group B Loans and any related REO
Properties, and any matters relating to the foregoing, Master Servicer No. 2.

            "Master Servicer No. 1": GMAC Commercial Mortgage Corporation, in
its capacity as master servicer with respect to the Group A Loans and related
Junior Loans and any related REO Properties hereunder, or any successor master
servicer appointed as provided herein with respect to the Group A Loans and
related Junior Loans and any related REO Properties.

            "Master Servicer No. 2": NCB, FSB, in its capacity as master
servicer with respect to the Group B Loans and any related REO Properties
hereunder, or any successor master servicer appointed as provided herein with
respect to the Group B Loans and any related REO Properties.

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date, commencing in December
2005.

            "Master Servicing Fee": With respect to each Loan (and any successor
REO Loan with respect thereto), the fee payable to the applicable Master
Servicer pursuant to the first paragraph of Section 3.11(a), computed on the
same basis and in the same manner as interest is computed on the related Loan.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan and
REO Mortgage Loan, the rate per annum specified as such on the Mortgage Loan
Schedule; and with respect to each NCB/Column Loan (or any successor REO Loan
with respect thereof), .08% per annum.

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

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

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

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt," a
"Mezzanine Loan" or "Future Mezzanine Debt" as identified in Exhibit C-2 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, an amount of interest equal to (a) the
Accrued Certificate Interest Amount for such Class for such Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution Date that is
allocable to such Class pursuant to Section 4.05(a). As to any Distribution Date
and any Uncertificated Lower-Tier Interest, an amount of interest equal to (a)
the Uncertificated Accrued Interest Amount for such Uncertificated Lower-Tier
Interest for such Distribution Date, reduced (to not less than zero) by (b) that
portion, if any, of the Uncovered Prepayment Interest Shortfall Amount, if any,
for such Distribution Date that is allocable to such Uncertificated Lower-Tier
Interest pursuant to Section 4.05(b). As to any Distribution Date and any Loan
REMIC Regular Interest, an amount of interest equal to (a) the Uncertificated
Accrued Interest Amount for such Loan REMIC Regular Interest for such
Distribution Date, reduced (to not less than zero) by (b) that portion, if any,
of the Uncovered Prepayment Interest Shortfall Amount, if any, for such
Distribution Date, that is allocable to such Loan REMIC Regular Interest
pursuant to Section 4.06(c). As to any Distribution Date and any Component of
the Class A-X or Class A-SP Certificates, an amount of interest equal to (a) the
Accrued Component Interest Amount for such Component for such Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution Date that is
allocable to such Component pursuant to Section 4.05(a).

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, 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 Loan granted or agreed to by the applicable Master Servicer or
Special Servicer pursuant to Section 3.20), without regard to any acceleration
of principal of such Loan by reason of a default thereunder. With respect to an
REO Loan, the monthly payment that would otherwise have been payable on the
related Due Date had the related Note not been discharged, determined as set
forth in the preceding sentence and on the assumption that all other amounts, if
any, due thereunder are paid when due.

            "Mortgage": With respect to any Loan or Junior 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 Loan, the following documents on a collective
basis:

                  (i) the original Note (or a lost note affidavit with a
            customary indemnification provision), bearing, or accompanied by,
            all prior and intervening endorsements or assignments showing a
            complete chain of endorsement or assignment 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, either in blank or to
            the order of the Trustee in the following form: "Pay to the order of
            Wells Fargo Bank, N.A., as trustee for the registered Holders of
            Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2005-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, certified copies or 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 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 2005-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 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), 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 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 2005-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 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), from the
            applicable 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 2005-C5," which assignment may be included as
            part of an omnibus assignment covering other documents relating to
            the 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, in those instances
            where the terms or provisions of the Mortgage, Note or any related
            security document have been modified or the 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 interim binder that is marked as binding
            and countersigned by the title company, insuring the priority of the
            Mortgage as a first lien on the related Mortgaged Property, relating
            to such Loan;

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

                  (xi) UCC acknowledgement, certified or other copies of all UCC
            Financing Statements and continuation statements which show the
            filing or recording thereof (including the filing number or other
            similar filing information) or, alternatively, other evidence of
            filing or recording (including the filing number or other similar
            filing information) acceptable to the Trustee (including, without
            limitation, evidence of such filed or recorded UCC Financing
            Statement as shown on a written UCC search report from a reputable
            search firm, such as CSC/LexisNexis Document Solutions, Corporation
            Service Company, CT Corporation System and the like or printouts of
            on-line confirmations from such UCC filing or recording offices or
            authorized agents thereof) sufficient to perfect (and maintain the
            perfection of) the security interest held by the related Mortgage
            Loan Originator (and each assignee of record prior to the Trustee)
            in and to the personalty of the Borrower at the related Mortgaged
            Property, and original UCC Financing Statement assignments, in a
            form suitable for filing or recording, sufficient to assign each
            such UCC Financing Statement 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) either: (A) for NCB/Column Loans, an original or copy
            of any subordination agreement, standstill agreement or other
            intercreditor, co-lender or similar agreement relating to
            subordinate indebtedness, including any mezzanine loan documents or
            preferred equity documents; or (B) for all other Loans with respect
            to any debt of a Borrower or mezzanine borrower permitted under the
            related Loan, an original or copy of a subordination agreement,
            standstill agreement or other intercreditor, co-lender or similar
            agreement relating to such other debt, if any, including any
            mezzanine loan documents or preferred equity documents, and a copy
            of the Note relating to such other debt (if such other debt is also
            secured by the related Mortgage);

                  (xiv) with respect to any Cash Collateral Accounts and
            Lock-Box Accounts, an original or copy of any related account
            control agreement;

                  (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 Account Agreement (if
            separate from the related Mortgage and Loan Agreement);

                  (xvi) the originals of letters of credit, if any, relating to
            the Loans and amendments thereto which entitle the Trust to draw
            thereon; provided that in connection with the delivery of the
            Mortgage File to the Trust, such originals shall be delivered to the
            applicable Master Servicer and copies thereof shall be delivered to
            the Trustee;

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

                  (xviii) originals or copies of the ground lease, ground lease
            memorandum and ground lease estoppels, if any, and any originals or
            copies of amendments, modifications or extensions thereto, if any;

                  (xix) for properties other than residential cooperative
            properties, the original or copy of any property management
            agreement;

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

                  (xxi) except in the case of NCB/Column Loans, the checklist of
            the related Loan Documents, if any, that is included in the Mortgage
            File for the related Loan; and

                  (xxii) 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.

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

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

            "Mortgage Loan Purchase Agreement": Any of the CSFB Mortgage Loan
Purchase Agreement, the GMACCM Mortgage Loan Purchase Agreement or the GECC
Mortgage Loan Purchase Agreement.

            "Mortgage Loan Schedule": The list of Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Loan:

                  (i) the loan number (as specified in Annex A 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 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 Loan interest accrual method;

                  (xiii) the total of the Trustee Fee Rate, the applicable
            Primary Servicing Fee Rate and the applicable Master Servicing Fee
            Rate;

                  (xiv) the Due Date;

                  (xv) whether such loan is an ARD Loan;

                  (xvi) whether the 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 Loan has the benefit of an Environmental
            Insurance Policy;

                  (xix) whether such Loan is secured by the related Borrower's
            interest in ground leases;

                  (xx) which Servicing Group includes such Loan;

                  (xxi) if such Loan is a Co-op Loan, the Initial LTV Co-op
            Basis; and

                  (xxii) whether such Loan is secured by a letter of credit.

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

            "Mortgage Loan Seller": Any of (i) the CSFB Mortgage Loan Seller,
(ii) the GMACCM Mortgage Loan Seller and (iii) the GECC Mortgage Loan Seller.

            "Mortgage Loan Seller/Originator": Any of (i) the NCB, FSB Mortgage
Loan Seller and (ii) the NCB Mortgage Loan Seller.

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

            "Mortgage Rate": With respect to: (i) any Loan or Junior 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 Loan or Junior Loan, as the case may be from time to time in
accordance with the related Note and applicable law; provided, however, that the
Mortgage Rate for any GMACCM Fixed Interest Amount Loan during the related
GMACCM Fixed Interest Period shall be the interest rate effective during such
GMACCM Fixed Interest Period, calculated based on (a) 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, (b) an assumed year
consisting of twelve 30-day months, and (c) in the case of the GMACCM Fixed
Interest Amount Loans identified on the Trust Mortgage Loan Schedule as Cahuenga
applying an adjustment factor of 1.0138898568, Ventana, applying an adjustment
factor of 1.0144444444 and Residence, applying an adjustment factor of 1.0, (ii)
any Loan or Junior 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 Loan, the annualized rate described in clause (i) or
(ii), as applicable, above, determined as if the predecessor Loan or Junior
Loan, as the case may be, had remained outstanding.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Loan or Loan Combination, 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.

            "NCB Mortgage Loan Purchase Agreement": The agreement between Column
as purchaser and the NCB Mortgage Loan Seller as seller, dated as of September
30, 2005, relating to the transfer of all of the NCB Mortgage Loan Seller's
right, title and interest in and to the mortgage loans identified on Schedule II
thereto.

            "NCB/Column Loans": The mortgage loans transferred to the Depositor
pursuant to the CSFB Mortgage Loan Purchase Agreement and which had previously
been transferred to Column Financial Inc. on September 30, 2005 pursuant to each
of the NCB, FSB Mortgage Loan Purchase Agreement and the NCB Mortgage Loan
Purchase Agreement, together with any mortgage loans substituted in replacement
thereof pursuant to the CSFB Mortgage Loan Purchase Agreement.

            "NCB, FSB Mortgage Loan Purchase Agreement": The agreement between
Column as purchaser and the NCB, FSB Mortgage Loan Seller as seller, dated as of
September 30, 2005, relating to the transfer of all of the NCB, FSB Mortgage
Loan Seller's right, title and interest in and to the mortgage loans identified
on Schedule II thereto.

            "NCB, FSB Mortgage Loan Seller": NCB, FSB, a federal savings bank,
or its successor in interest.

            "NCB Mortgage Loan Seller": National Consumer Cooperative Bank, a
corporation chartered by an Act of the United States Congress, or its successor
in interest.

            "NCB Subordinate Debt Conditions": With respect to a Borrower
encumbering a Mortgaged Property relating to an NCB Loan that is a Co-op Loan
with a subordinate mortgage, the following conditions: (i) each of the loans, or
the sole loan, to be secured by each such subordinate mortgage is made by NCB,
FSB or any Affiliate thereof, (ii) each such subordinate mortgage is expressly
subject and subordinate to the lien of the Mortgage encumbering the Mortgaged
Property in question, (iii) each such subordinate mortgage is expressly made in
compliance with the underwriting standards which NCB, FSB customarily employs in
connection with making subordinate mortgages for its own mortgage loan
portfolio, (iv) as of the date of the closing of the subordinate mortgage loan
in question, the New Loan-to-Value Ratio (as defined below) does not exceed 40%,
(v) NCB, FSB or any Affiliate thereof that originates the subordinate mortgage
loan, executes and delivers to the Trustee a subordination agreement with
respect to such subordinate mortgage in substantially the form of Exhibit Q
hereto (provided that the Trustee shall have no responsibility for determining
the sufficiency or validity thereof), (vi) if the subordinate mortgage loan will
not be a fully amortizing loan, the stated maturity date of the subordinate
mortgage loan shall be no earlier than the maturity date of the related Co-op
Loan, (vii) the subordinate mortgage loan shall have interest payable on a
current basis, with no deferral, (viii) the subordinate mortgage loan is made
principally for the purpose of funding capital expenditures, major repairs or
reserves at or with respect to the Mortgaged Property in question and (ix) the
aggregate amount of subordinate debt encumbering the Mortgaged Property in
question does not exceed $7,500,000. For purposes of this definition, and
notwithstanding anything herein to the contrary: "Mortgage Debt" shall mean the
sum of (x) the aggregate outstanding principal balance of all loans secured by
one or more mortgages then encumbering the Mortgaged Property in question
(including the related Co-op Loan and any then existing subordinate mortgage
loans) and (y) the principal amount of the proposed new subordinate mortgage
loan; "New Loan-to-Value Ratio" shall mean, as of any date for any Co-op Loan,
the fraction, expressed as a percentage, the numerator of which is the Mortgage
Debt for the related Mortgaged Property on such date, and the denominator of
which is the Appraised Value of the related Mortgaged Property; and "Appraisal"
shall mean an appraisal of the applicable Mortgaged Property by an Appraiser
made in conformance with NCB, FSB's customary underwriting requirements, not
more than one year prior to the origination date of the related Co-op Loan and
reviewed by Master Servicer No. 2.

            "Net Investment Earnings": With respect to any Collection Account,
any Lock-Box Account, any Cash Collateral Account, any Servicing Account or any
REO Account, for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance 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
such account in accordance with Section 3.06.

            "Net Investment Loss": With respect to any of any Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or any REO Account for any period beginning on a Distribution Date and
ending on the following Master Servicer Remittance 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 in such account.

            "Net Mortgage Pass-Through Rate":

            (A) With respect to any Loan (or any successor REO Loan with respect
thereto) that accrues interest on a 30/360 Basis and any GMACCM Fixed Interest
Amount Loan during the related GMACCM Fixed Interest Period, for any
Distribution Date, an annual rate equal to the Original Net Mortgage Rate for
such Loan (or, in the case of a Specially Designated Co-op Loan (or any
successor REO Loan with respect thereto), such Original Net Mortgage Rate minus
0.10% per annum); and

            (B) With respect to any Loan (or any successor REO Loan with respect
thereto) that accrues interest on an Actual/360 Basis and any GMACCM Fixed
Interest Amount Loan after the expiration of the related GMACCM Fixed Interest
Period, 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, multiplied by (b) the Stated
                  Principal Balance of such Loan (or such REO Loan) immediately
                  preceding such Distribution Date, multiplied by (c) 1/360,
                  multiplied by (d) the Original Net Mortgage Rate for such Loan
                  (or, in the case of a Specially Designated Co-op Loan (or any
                  successor REO Loan with respect thereto), such Original Net
                  Mortgage Rate minus 0.10% per annum); and

            (2)   the denominator of which is the Stated Principal Balance of
                  such Loan (or such REO 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 2005, 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 Loan (or REO 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 2005, 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 Loan (or REO Loan) transferred from
the Interest Reserve Account to the Distribution Account for distribution on
such Distribution Date.

            "Net Mortgage Rate": With respect to any Loan, Junior Loan or REO
Loan, as of any date of determination, a per annum rate equal to the related
Mortgage Rate then in effect, minus the sum of the related Master Servicing Fee
Rate, the related Primary Servicing Fee Rate (if any) and the Trustee Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property
(other than a residential cooperative property), for any Borrower's fiscal year
end, 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 Loan or Loan Combination, as applicable.

            "New Lease": Any lease of REO Property entered into at the direction
of the applicable 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
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Loan which, in the judgment
(exercised in accordance with the Servicing Standard in the case of the judgment
of a Master Servicer or Special Servicer) of the applicable Master Servicer, the
applicable Special Servicer or the Trustee, 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 Loan or REO Loan. The determination
by a Master Servicer, a Special Servicer or the Trustee that it has made (or, in
the case of a determination made by the applicable Special Servicer, that a
Master Servicer 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 Trustee and the
Depositor, in the case of a Master Servicer, (ii) to the applicable Master
Servicer and the Trustee in the case of a Special Servicer, (iii) to the
Depositor and the applicable Master Servicer, in the case of the Trustee, and
(iv) in each case, to the Directing Certificateholder, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder) and,
provided that the certifying party has actual knowledge of the identity thereof,
any related Junior Loan Holder(s) (or, in the case of a Junior Loan that is part
of a rated commercial mortgage securitization, to the related master servicer).
Such Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the applicable Master Servicer, the
applicable Special Servicer, or the Trustee, as the case may be, 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 be advanced by the applicable Master Servicer
as a Servicing Advance or, depending on the timing of payment, subject to
Section 3.03(c), paid out of the applicable Collection Account). In addition, in
considering whether a P&I Advance is nonrecoverable, the Master Servicer, the
Special Servicer or the Trustee, as applicable, will be entitled to give due
regard to the existence of any outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with respect to any other Trust Mortgage
Loans or REO Trust Mortgage Loans the reimbursement of which, at the time of
such consideration, is being deferred or delayed by the Master Servicer or the
Trustee because there is insufficient principal available for such
reimbursement, in light of the fact that proceeds of the Trust Mortgage Loan or
REO Trust Mortgage Loan as to which a nonrecoverability determination is being
made are a source of reimbursement not only for the P&I Advance under
consideration, but also as a potential source of the reimbursement of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's Certificate referred to in the second
preceding sentence 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 and be bound by the Special
Servicer's determination that a P&I Advance is nonrecoverable, provided,
however, that in the absence of such determination by the Special Servicer, the
Master Servicer and the Trustee will be entitled to make their own determination
that a P&I Advance is nonrecoverable, and in no event shall a determination by
the Special Servicer that a previously made or proposed P&I Advance would be
recoverable be binding on the Master Servicer or Trustee.

            Notwithstanding the foregoing, with respect to any P&I Advances on
the 375 Park Avenue Non-Pooled Portion, the applicable Master Servicer or
Special Servicer shall have the right to determine based upon whatever
information, facts and circumstances that it deems appropriate that while such
P&I Advance is currently recoverable, in the judgment of the Special Servicer,
there is a reasonable likelihood that such advance could become a Nonrecoverable
P&I Advance, and that it is in the best interest of the Certificateholders
(other than the Class 375 Certificateholders) that no further P&I Advances be
made on the 375 Park Avenue Non-Pooled Portion. With respect to advances
relating to the 375 Park Avenue Non-Pooled Portion, the Master Servicer No. 1,
Special Servicer No. 1 and the Trustee will be entitled to recover any such
advance made by it that it subsequently determines to be a Nonrecoverable
Advance out of general funds relating to the underlying mortgage loans on
deposit in the Collection Account (first from principal collections and then
from interest collections, subject to Section 19(e)).

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance (including interest accrued thereon at the Reimbursement Rate)
previously made or proposed to be made in respect of a Loan or REO Property
which, in the judgment (exercised in accordance with the Servicing Standard in
the case of the judgment of a Master Servicer or Special Servicer) of the
applicable Master Servicer, the applicable Special Servicer or the Trustee, 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
Loan or REO Property. The determination by a Master Servicer, a Special Servicer
or the Trustee that it has made (or, in the case of a determination made by the
applicable Special Servicer, that a Master Servicer 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 Trustee and the Depositor, in the
case of a Master Servicer, (ii) to the applicable Master Servicer and the
Trustee in the case of a Special Servicer, (iii) to the Depositor and the
applicable Master Servicer, in the case of the Trustee, and (iv) and in each
case, to the Directing Certificateholder, any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) and, provided that
the certifying party has actual knowledge of the identity thereof, any related
Junior Loan Holder(s) (or, in the case of a Junior Loan that is part of a rated
commercial mortgage securitization, to the related master servicer). Such
Officer's Certificate shall set forth such determination of nonrecoverability
and the considerations of the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as the case may be, 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 be advanced by the applicable Master Servicer as a Servicing
Advance or, depending on the timing of payment, subject to Section 3.03(c), paid
out of the applicable Collection Account). In addition, in considering whether a
Servicing Advance is nonrecoverable, the Master Servicer, the Special Servicer
or the Trustee, as applicable, will be entitled to give due regard to the
existence of any outstanding Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to any other Trust Mortgage Loans or REO Trust
Mortgage Loans the reimbursement of which, at the time of such consideration, is
being deferred or delayed by the Master Servicer or the Trustee because there is
insufficient principal available for such reimbursement, in light of the fact
that proceeds of the Trust Mortgage Loan or REO Trust Mortgage Loan as to which
a nonrecoverability determination is being made are a source of reimbursement
not only for the Servicing Advance under consideration, but also as a potential
source of the reimbursement of the outstanding Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount being delayed or deferred. The Officer's
Certificate referred to in the second preceding sentence 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 and be bound by the Special Servicer's determination that a
Servicing Advance is a Nonrecoverable Servicing Advance, provided, however, that
in the absence of such determination by the Special Servicer, the Master
Servicer and the Trustee will be entitled to make their own determination that a
Servicing Advance is a Nonrecoverable Servicing Advance, and in no event shall a
determination by the Special Servicer that a previously made or proposed
Servicing Advance would be recoverable be binding on the Master Servicer or
Trustee.

            "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 A-Y, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, Class R, Class 375-A,
Class 375-B, Class 375-3 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 Loan or
Junior Loan, as the case may be, together with any rider, addendum or amendment
thereto.

            "NRSRO": A 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 a Master Servicer or a Special Servicer, as the case may be, or a Responsible
Officer of the Trustee.

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, a Master Servicer or a Special Servicer,
acceptable in form and delivered to the Trustee, except that any opinion of
counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b)
compliance with the REMIC Provisions or (c) the resignation of the Depositor, a
Master Servicer or a Special Servicer pursuant to Section 6.04 must be an
opinion of counsel that is in fact 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. As to any Distribution Date and any Uncertificated
Lower-Tier Interest, the sum of the Monthly Interest Distribution Amount and the
Unpaid Interest Shortfall Amount for such Uncertificated Lower-Tier Interest for
such Distribution Date. As to any Distribution Date and any Loan REMIC Regular
Interest, the sum of the Monthly Interest Distribution Amount and the Unpaid
Interest Shortfall Amount for such Loan REMIC Regular Interest for such
Distribution Date. As to any Distribution Date and any Component of the Class
A-X or Class A-SP Certificates, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount for such Component for such
Distribution Date.

            "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates or the Class 375 Certificates, the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement hereto.

            "Original Loan REMIC Balance": As specified in the Preliminary
Statement hereto.

            "Original Lower-Tier Notional Balance": With respect to the Class
LA-Y Lower-Tier Interest, the initial notional balance thereof as of the Closing
Date, as specified in the Preliminary Statement hereto.

            "Original Lower-Tier Principal Amount": With respect to any
Uncertificated Lower-Tier Interest (other than the Class LA-Y Lower-Tier
Interest), the principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement hereto.

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

            "Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance thereof as of
the Closing Date, in each case as specified in the Preliminary Statement hereto.

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

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

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

            "Ownership Interest": As to 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.

            "P&I Advance": As to any Loan (or any successor REO Loan with
respect thereto) (including, for the avoidance of doubt, the 375 Park Avenue
Non-Pooled Portion), any advance made by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

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

            "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-1-A:       Class A-1-A 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-X:         Class A-X Pass-Through Rate
            Class A-SP:        Class A-SP Pass-Through Rate
            Class A-Y:         Class A-Y Pass-Through Rate
            Class A-M:         Class A-M Pass-Through Rate
            Class A-J:         Class A-J Pass-Through Rate
            Class B:           Class B Pass-Through Rate
            Class C:           Class C Pass-Through Rate
            Class D:           Class D Pass-Through Rate
            Class E:           Class E Pass-Through Rate
            Class F:           Class F Pass-Through Rate
            Class G:           Class G Pass-Through Rate
            Class H:           Class H Pass-Through Rate
            Class J:           Class J Pass-Through Rate
            Class K:           Class K Pass-Through Rate
            Class L:           Class L Pass-Through Rate
            Class M:           Class M Pass-Through Rate
            Class N:           Class N Pass-Through Rate
            Class O:           Class O Pass-Through Rate
            Class P:           Class P Pass-Through Rate
            Class Q:           Class Q Pass-Through Rate
            Class S:           Class S Pass-Through Rate
            Class 375-A:       Class 375-A Pass-Through Rate
            Class 375-B:       Class 375-B Pass-Through Rate
            Class 375-C:       Class 375-C Pass-Through Rate

            "Penalty Charges": With respect to any Loan, Junior Loan or REO
Loan, any amounts actually collected thereon from the Borrower that represent
late payment charges or Default Interest.

            "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, as set forth on the face
thereof, divided by the initial Class Principal Balance (or, in the case of a
Class of Interest-Only Certificates, the Class Notional Amount) of such Class of
Certificates as of the Closing Date. With respect to a Class V or Class R
Certificate, the percentage interest as set forth on the face thereof.

            "Performance Certification": As defined in Section 3.26.

            "Performing Party": As defined in Section 3.26.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, a Master
Servicer, a Special Servicer, the Trustee 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 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 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 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 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 (i) ratings in the highest
      long-term unsecured debt rating category of each Rating Agency or (ii)
      such other ratings (as confirmed by the applicable Rating Agency in
      writing) as will not result in a downgrade, qualification or withdrawal of
      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 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; interest on any variable rate
instrument shall be tied to a single interest rate index plus a single fixed
spread (if any) and move proportionally with that index; and, if rated by S&P,
the obligation must not have an "r" highlighter affixed to its rating, and must
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change.

            "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 applicable 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 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.

            "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 ERISA or the Code.

            "Prepayment Assumption": With respect to all Loans, the assumption
that all payments required to be made on such Loans according to their
contractual terms (including repayment in full on their respective maturity
dates) are so made; provided that, in the case of ARD Loans, it is further
assumed that such ARD 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 Loan that was subject to a voluntary Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by a
Master Servicer or Special Servicer for application to such 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 (net of related Master
Servicing Fees and Primary Servicing Fees payable therefrom) accrued at the
Mortgage Rate for such Loan on the amount of such Principal Prepayment or,
insofar as these represent an early collection of principal, such Insurance and
Condemnation Proceeds after the end of the Mortgage Interest Accrual Period
relating to such Due Date and accruing in the manner set forth in the Loan
Documents relating to such Loan, to the extent such interest is collected by or
remitted to the applicable Master Servicer or Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a voluntary Principal Prepayment in full
or in part, or as to which Insurance and Condemnation Proceeds were received by
a Master Servicer or Special Servicer for application to such 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 Due Period, the amount of interest
(net of related Master Servicing Fees and Primary Servicing Fees payable
therefrom) that would have accrued at the Mortgage Rate for such Loan, on the
amount of such Principal Prepayment or, insofar as these represent an early
collection of principal, such Insurance and Condemnation Proceeds 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
subject Loan and ending on (and including) the day immediately preceding such
Due Date.

            "Primary Servicer": Any initial Master Servicer or any other
subservicer specifically identified as a "Primary Servicer" hereunder or in a
Sub-Servicing Agreement dated as of November 1, 2005 between a Master Servicer
and such subservicer, in its capacity as a primary servicer, or any successors
thereto. Notwithstanding any other provision herein to the contrary, each
initial Master Servicer shall be a "Primary Servicer" hereunder and no
Sub-Servicing Agreement shall be required with respect to any such Primary
Servicer.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of November 1, 2005, by and between a Master Servicer and a Primary
Servicer.

            "Primary Servicing Fee": Any primary servicing fee payable to the
Primary Servicer pursuant to the Primary Servicing Agreement.

            "Principal Distribution Adjustment Amount": As to any Distribution
Date and any Servicing Group, the sum of (i) the amount of any Nonrecoverable
Advance (or interest thereon) that was reimbursed to the applicable Master
Servicer or the Trustee from such Servicing Group and that was deemed to have
been reimbursed out of principal collections that would otherwise constitute
part of the Principal Distribution Amount and (ii) any Workout-Delayed
Reimbursement Amount (or interest thereon) that was reimbursed to the applicable
Master Servicer or the Trustee from such Servicing Group and that was deemed to
have been reimbursed out of principal collections that would otherwise
constitute part of the Principal Distribution Amount, in each case, with
interest on such Advance, during the period since the preceding Distribution
Date.

            "Principal Distribution Amount": As to any Distribution Date (other
than the final Distribution Date), an amount equal to the total, without
duplication, of the following: (i) all payments of principal, including
voluntary Principal Prepayments and the principal portion of any Cure Payments,
received by or on behalf of the Trust with respect to the Loans (but not in
respect of any Junior Loan) during the related Due Period, exclusive of any
portion of those payments that represents a late collection of principal for
which an Advance was previously made for a prior Distribution Date or that
represents the principal portion of a Monthly Payment due on or before the Due
Date for the related Loan in November 2005 or on a due date for the related Loan
subsequent to the end of the related Due Period, (ii) the principal portion of
all Monthly Payments received by or on behalf of the Trust with respect to the
Loans (but not in respect of any Junior Loan) prior to, but that are due during,
the related Due Period, (iii) all other collections, including Liquidation
Proceeds and Insurance and Condemnation Proceeds, that were received by or on
behalf of the Trust Fund with respect to any of the Loans (but not in respect of
any Junior Loan) or any related REO Properties during the related Due Period and
that were identified and applied by the applicable Master Servicer as recoveries
of principal of the subject Loan (but not in respect of any Junior Loan) or, in
the case of an REO Property, of the related REO Loan (but not an REO Loan in
respect of a predecessor Junior Loan), in each case net of any portion of the
particular collection that represents a late collection of principal for which
an Advance of principal was previously made for a prior Distribution Date or
that represents the principal portion of a Monthly Payment due on or before the
Due Date for the related Loan in November 2005, (iv) all Advances of principal
made with respect to the Mortgage Pool for that Distribution Date, provided that
if any Insurance and Condemnation Proceeds or Liquidation Proceeds were received
and/or a Final Recovery Determination was made with respect to any Loan or REO
Property during the related Due Period, then that portion, if any, of the
aggregate amount described in clause (i) through (iv) above that is specifically
attributable to such Loan or REO Property, shall be reduced to not less than
zero by any Special Servicing Fees or Liquidation Fees previously paid hereunder
with respect to such Loan or REO Property from collections on the Mortgage Pool
other than Penalty Charges collected during the Due Period. For the final
Distribution Date, an amount equal to the total Stated Principal Balance of the
Mortgage Pool outstanding immediately prior to that final Distribution Date.

            The "Principal Distribution Amount" shall not include the 375 Park
Avenue Non-Pooled Portion Principal Distribution Amount.

            Notwithstanding the foregoing, (i) the Principal Distribution Amount
for any Distribution Date for any Loan Group will be reduced by the Principal
Distribution Adjustment Amount for such Loan Group for such Distribution Date;
and (ii) the Principal Distribution Amount for any Loan Group will be increased
by the amount of any recovery occurring during the related Due Period of an
amount that was previously advanced with respect to a Loan, but only if and to
the extent such Advance was previously reimbursed from principal collections
that would otherwise have constituted part of the Principal Distribution Amount
for such Loan Group for a prior Distribution Date in a manner that resulted in a
Principal Distribution Adjustment Amount for such Loan Group for such prior
Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment, other than any amount paid in connection with the release of the
related Mortgaged Property through defeasance.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, each Junior Loan Holder, any Certificate Owner or prospective
purchaser of a Certificate upon receipt from such Certificate Owner or
prospective purchaser of an investor certification (which may be in electronic
form), the form of which is attached hereto as Exhibit S, and any other Person
designated by the Depositor. The Trustee shall (and a Master Servicer may)
provide all Privileged Persons with access to certain restricted information on
its Website (in the case of any Certificate Owner or prospective purchaser, upon
receipt of such investor certification) through the use of a restricted
mechanism on its Website.

            "Projected Debt Service Coverage Ratio": With respect to any Co-op
Loan, as of any date of determination, the Projected Net Cash Flow for the
related Mortgaged Property on an annualized basis, divided by the annualized
Monthly Payments for such Co-op Loan.

            "Projected Net Cash Flow": With respect to any Mortgaged Property
that is a residential cooperative property, projected net operating income at
such Mortgaged Property, as set forth in the Appraisal obtained with respect to
such Mortgaged Property in connection with the origination of the related Co-op
Loan (or an updated Appraisal, if required hereunder), assuming such Mortgaged
Property was operated as a rental property with rents set at prevailing market
rates taking into account the presence of existing rent controlled or rent
stabilized occupants, reduced by underwritten capital expenditures, property
operating expenses, a market-rate vacancy assumption and projected reserves.

            "Prospectus": The Prospectus dated October 14, 2005, as supplemented
by the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated October 26,
2005, relating to the offering of the Public Certificates.

            "PTCE": A prohibited transaction class exemption, as issued by the
United States Department of Labor.

            "PTE": A prohibited transaction exemption, as issued by the United
States Department of Labor.

            "Purchase Price": With respect to any Loan to be purchased (a) by or
on behalf of a Responsible Party pursuant to or as contemplated by Section 7 of
the related Mortgage Loan Purchase Agreement, (b) by the Directing
Certificateholder pursuant to Section 3.18(b), a Special Servicer pursuant to
Section 3.18(c), or an assignee of either thereof, in any case, pending
determination of Fair Value, (c) with respect to any Loan Combination, if the
related Intercreditor Agreement so provides for a purchase option, by any Junior
Loan Holder, (d) by the Directing Certificateholder of the Class 375
Certificates pursuant to Section 3.33 or (e) by the holders of more than 50% of
the Percentage Interests in the Controlling Class, a Special Servicer or a
Master Servicer pursuant to Section 9.01, a price equal to the sum of the
following:

            (i) the outstanding principal balance of such Loan as of the date of
      purchase (and, if the Loan that is being purchased is part of a Loan
      Combination and the related Junior Loan Holder has previously made a Cure
      Payment, the outstanding principal balance as reduced by the principal
      portion of such Cure Payment);

            (ii) all accrued and unpaid interest on such Loan at the related
      Mortgage Rate in effect from time to time to but not including the Due
      Date in the Due Period of purchase (which includes unpaid Master Servicing
      Fees and Primary Servicing Fees) and all related Special Servicing Fees;

            (iii) all related unreimbursed Servicing Advances (and any related
      Servicing Advances reimbursed by the Trust Fund out of general collections
      on the Mortgage Pool) plus accrued and unpaid interest on related Advances
      at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement 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 Loan is being purchased by a Junior Loan Holder pursuant
      to the related Intercreditor Agreement following 90 days from the related
      Loan becoming a Specially Serviced Loan, the amount of the Liquidation Fee
      payable to the Special Servicer;

            (vi) if the 375 Park Avenue Loan is being purchased by the Directing
      Certificateholder of the Class 375 Certificates so long as such Loan is
      purchased more than 90 days following the date upon which such Loan became
      a Specially Serviced Loan, the amount of any Liquidation Fee payable to
      the Special Servicer; and

            (vii) if such Loan is being purchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement, all reasonable out-of-pocket
      expenses reasonably incurred (whether paid or then owing) by the
      applicable Master Servicer, the applicable Special Servicer, the Depositor
      and the Trustee in respect of the Breach, Defect or defeasance giving rise
      to the repurchase obligation, including any expenses arising out of the
      enforcement of the repurchase obligation and, without duplication of any
      amounts described above in this definition, any Trust Fund expenses
      incurred prior to such purchase date with respect to such Loan and/or (if
      applicable) its related Junior Loan.

            With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or a Special Servicer 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 Loan. With respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount calculated in
accordance with the second preceding sentence of this definition in respect of
the related REO Loan(s).

            "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 Loan, Junior Loan, REO
Loan or REO Property, an insurance company or security or bonding company
qualified to write the related Insurance Policy in the relevant jurisdiction and
a minimum claims paying ability rating of at least "A-" by Fitch (if then rated
by Fitch) and "A-" by S&P, (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 rated no lower
than two ratings below the rating assigned to then highest rated outstanding
Certificate, but in no event lower than "A-" by Fitch (if then rated by Fitch)
and "A-" by S&P or, in the case of clauses (i) and (ii), such other rating as
each such Rating Agency shall have confirmed in writing will not cause such
Rating Agency to downgrade, qualify or withdraw any then-current rating assigned
to any of the Certificates that are then- currently being rated by such Rating
Agency.

            "Qualified Substitute 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 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 Loan; (iii) have the same Due Date as the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan (for example,
on the basis of a 360-day year and the actual number of days elapsed); (v) have
a remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the deleted Loan
and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value
Ratio of the deleted 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 Loan
and a current Debt Service Coverage Ratio of not less than the current Debt
Service Coverage Ratio of the deleted Loan (provided that, with respect to Co-op
Loans and any related replacement Loans, such Debt Service Coverage Ratios shall
mean Projected Debt Service Coverage Ratio); (x) be determined by an Opinion of
Counsel (at the applicable Responsible Party'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 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 the Rating Agency to any Class of Certificates then
rated by the Rating Agency (the cost, if any, of obtaining such confirmation to
be paid by the applicable Responsible Party); (xiii) have been approved by the
Directing Certificateholder in its sole discretion; (xiv) prohibit defeasance
within two years after the Closing Date; (xv) not be substituted for a deleted
Loan if it would result in the termination of the REMIC status of any Trust
REMIC established under this Agreement or the imposition of tax on any such
Trust REMIC other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel
and (xvi) be secured by a residential cooperative property if it is replacing a
Co-op Loan. In the event that one or more mortgage loans are substituted for one
or more deleted 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 (provided that no Net Mortgage Rate shall be less than the
Pass-Through Rate of any Class of Sequential Pay Certificates then outstanding)
and the remaining term to stated maturity referred to in clause (v) above shall
be determined on a weighted average basis. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Loan, the applicable Responsible Party shall
certify that such mortgage loan meets all of the requirements of the above
definition and shall send such certification to the Trustee. Any Qualifying
Substitute Mortgage Loan substituted for the 375 Park Avenue Loan shall be an
asset solely of the 375 Park Avenue Loan REMIC.

            "Rated Final Distribution Date": As to each Class of Sequential Pay
Certificates, other than the Class S Certificates, the Distribution Date
occurring in August 2038.

            "Rating Agency": Each of S&P and Fitch, or their successors in
interest. If any of such rating agencies or any successor thereto ceases to
remain in existence, "Rating Agency" shall be deemed to refer to any other
NRSRO, or other comparable Person, designated by the Depositor to replace the
rating agency that has ceased to exist. Notice of such designation shall be
given to the Trustee and the Master Servicer, and the specific ratings of Fitch
and S&P herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.

            "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 December 2005 Distribution Date to and including the November 2012
Distribution Date, the corresponding rate per annum set forth on Exhibit K
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-1-A, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J,
Class B, Class C, Class D, Class E and Class F Certificates constitute
Registered Certificates.

            "Registrar Office": As defined in Section 5.02(a).

            "Regular Certificate": Any Sequential Pay Certificate or
Interest-Only Certificate.

            "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" published in the "Money Rates" Section of The Wall Street
Journal (or, if such Section or publication is no longer available, such other
comparable publication as is determined by the Trustee in its sole discretion)
as may be in effect from time to time, or, if the "Prime Rate" no longer exists,
such other comparable rate (as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time.

            "Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R 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 Sequential Pay Certificates (exclusive of the Class A
Sequential Pay Certificates), the amount, if any, by which the Principal
Distribution Amount for such Distribution Date exceeds the aggregate amount
distributed in respect of principal on such Distribution Date to all Classes of
Sequential Pay Certificates (including the Class A Sequential Pay Certificates)
senior to the subject Class.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).

            "REMIC Provisions": 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 temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and 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 a 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 [name of Trustee], 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 2005-C5, REO Account". Any such account or accounts shall be an
Eligible Account.

            "REO Acquisition": With respect to any Loan, the acquisition by the
Trust Fund of REO Property related to such Loan.

            "REO Acquisition Date": With respect to any REO Property, the first
day on which such REO Property is acquired by the Trust Fund and the Lower-Tier
REMIC, or with respect to the 375 Park Avenue Loan, the 375 Park Avenue Loan
REMIC, within the meaning of Treasury Regulations Section 1.856-6(b)(1), which
is the first day on which the Lower-Tier REMIC or the 375 Park Avenue REMIC, as
applicable, is treated as the owner of such REO Property (or any interest
therein) for federal income tax purposes.

            "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 Loan": Any Loan or Junior Loan deemed to be outstanding with
respect to each REO Property. Each REO 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
Loan or Junior Loan, as the case may be, 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 Loan or Junior Loan, as the case may be). Each REO Loan shall be
deemed to have an initial outstanding principal balance and, if applicable,
Stated Principal Balance equal to the outstanding principal balance and, if
applicable, Stated Principal Balance, respectively, of its predecessor Loan or
Junior Loan, as applicable, as of the related REO Acquisition Date. All amounts
due and owing in respect of the predecessor Loan or Junior Loan, as applicable,
as of the related REO Acquisition Date, including, without limitation, accrued
and unpaid interest, shall continue to be due and owing in respect of an REO
Loan. All amounts payable or reimbursable to any Master Servicer, any Special
Servicer or the Trustee, as applicable, in respect of the predecessor Loan or
Junior Loan as of the related REO Acquisition Date, including, without
limitation, any unpaid Special Servicing Fees and Master Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
applicable 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 relevant party hereunder in respect of an REO Loan. In
addition, Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances with
respect to an REO Loan (including interest accrued thereon), in each case, that
were paid from general collections on the Mortgage Pool and resulted in
principal distributed to the Certificateholders being reduced shall be deemed
outstanding until recovered. Collections in respect of each REO Loan (exclusive
of amounts to be applied to the payment of, or to be reimbursed to a Master
Servicer or Special Servicer for the payment of, the costs of operating,
managing and maintaining the related REO Property) shall be treated: first, as a
recovery of accrued and unpaid Advances, Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts with respect to such REO Loan (in the case
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, that were
paid from general collections of principal on the Mortgage Pool and resulted in
principal distributed to the Certificateholders being reduced), Primary
Servicing Fees and Master Servicing Fees and related interest due the applicable
Master Servicer or the Trustee; second, as a recovery of any remaining accrued
and unpaid interest on such REO Loan at the related Net Mortgage Rate to but not
including the Due Date in the Due Period of receipt; third, as a recovery of
principal of such REO Loan to the extent of its entire unpaid principal balance;
and fourth, in accordance with the Servicing Standard of the Master Servicer, as
a recovery of any other amounts due and owing in respect of such REO Loan,
including, without limitation, prepayment consideration and Penalty Charges].

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (or, in the case
of a Mortgaged Property securing any CBA A/B Loan Pair, for the benefit of the
Certificateholders and the Junior Loan Holder(s), as their interests may
appear), 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 Loan or a Loan Combination.

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

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

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

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President or 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.

            "Responsible Party": As to the specified Loans, the indicated party:
(a) in the case of the CSFB Loans, the CSFB Mortgage Loan Seller; (b) in the
case of the GMACCM Loans, the GMACCM Mortgage Loan Seller; (c) in the case of
the GECC Loans, the GECC Mortgage Loan Seller; (d) in the case of the mortgage
loans sold to Column pursuant to the NCB Mortgage Loan Purchase Agreement (and
subsequently transferred to Depositor), the NCB Mortgage Loan Seller; and (e) in
the case of the mortgage loans sold to Column pursuant to the NCB, FSB Mortgage
Loan Purchase Agreement (and subsequently transferred to Depositor), the NCB,
FSB Mortgage Loan Seller; provided that, insofar as the obligations of the CSFB
Mortgage Loan Seller under Section 7 of the CSFB Mortgage Loan Purchase
Agreement are guaranteed by the Column Performance Guarantor, then the term
"Responsible Party" shall, as to the CSFB Loans, mean the CSFB Mortgage Loan
Seller and the Column Performance Guarantor, individually and collectively, as
the context may require.

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

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

            "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.

            "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. 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.

            "Sarbanes Act": As defined in Section 3.26.

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

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

            "Security Agreement": With respect to any Loan or Junior 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 Loan or Junior Loan, as the case may be.

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

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate of the Class Principal Balances of
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A
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 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 Class A-X,
Class A-SP, Class A-Y, Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-1-A 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-1-A,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q or Class S Certificates.

            "Serviced Loan Combinations": With respect to each CBA A/B Loan
Pair, upon a "Material Default" under the related CBA A/B Intercreditor
Agreement, such CBA A/B Loan Pair, 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 a Master Servicer or Special Servicer (or, if applicable, the
Trustee) in connection with the servicing of a Loan and/or (if applicable) the
related Junior Loan(s), after 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 a Master Servicer and/or
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
a Master Servicer or Special Servicer to the extent such cost is allocable to a
particular Mortgaged Property that such Master Servicer or 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 Loan, Junior Loan or any REO Property, (d) any enforcement or judicial
proceedings with respect to any such Loan and/or (if applicable) the related
Junior Loan(s), including foreclosures and similar proceedings, (e) the
operation, leasing, management, maintenance and liquidation of any REO Property,
(f) obtaining any Appraisal or environmental report 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 a 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.

            "Servicing Fee": With respect to any Loan (and any successor REO
Loan with respect to any of the foregoing), any related Master Servicing Fee and
related Primary Servicing Fee, together.

            "Servicing Fee Rate": With respect to any Loan (and any successor
REO Loan with respect to any of the foregoing), the sum of any related Master
Servicing Fee Rate and any related Primary Servicing Fee Rate.

            "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 in connection with or relating to the
origination and servicing of any Loan or Junior Loan or which are reasonably
required for the ongoing administration of such Loan or Junior Loan, as the case
may be, including appraisals, surveys, engineering reports, environmental
reports, financial statements, leases, rent rolls and tenant estoppels, but
excluding any other documents and writings that have been prepared by the
related Mortgage Loan Seller or any of its Affiliates solely for internal credit
analysis or other internal uses or any attorney-client privileged communication,
together with copies of documents required to be part of the related Mortgage
File.

            "Servicing Group": Servicing Group A or Servicing Group B, as
applicable.

            "Servicing Group A": Collectively, all of the Loans that are Group A
Loans and any successor REO Loans with respect thereto.

            "Servicing Group B": Collectively, all of the Loans that are Group B
Loans and any successor REO Loans with respect thereto.

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

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

            "Servicing Standard-GMACCM": As defined in Section 3.01(b).

            "Servicing Standard": With respect to GMACCM, the Servicing
Standard-GMACCM, and with respect to any other servicer, the Servicing
Standard-General.

            "Servicing Transfer Event": With respect to any Loan or Junior Loan,
as applicable, the occurrence of any of the following events:

            (i) a payment default shall have occurred on such Loan or Junior
      Loan, as the case may be, at its Maturity Date (except, if (a) the
      Borrower is making its Assumed Scheduled Payment, (b) the Borrower
      notifies the Master Servicer of its intent to refinance such Loan or
      Junior Loan, as the case may be, and is diligently pursuing such
      refinancing, (c) the Borrower delivers a firm commitment to refinance
      acceptable to the applicable Special Servicer, with the consent of the
      Directing Certificateholder within 45 days after the Maturity Date, and
      (d) such refinancing occurs within 60 days of such default, which 60-day
      period may be extended to 120 days at the applicable Special Servicer's
      discretion, with the consent of the Directing Certificateholder);
      provided, that in the case of clause (c) and clause (d) the applicable
      Special Servicer will not follow any such direction, or refrain from
      acting based upon the lack of any such direction, of the Directing
      Certificateholder, if following any such direction of the Directing
      Certificateholder or refraining from taking such action based upon the
      lack of any such direction of the Directing Certificateholder would
      violate the Servicing Standard; or

            (ii) any Monthly Payment (other than a Balloon Payment) is 60 days
      or more delinquent (unless, with respect to the 375 Park Avenue Loan, such
      default is cured by the Directing Certificateholder of the Class 375
      Certificates in accordance with Section 3.33(c)); or

            (iii) the applicable Master Servicer or, with the approval of the
      Directing Certificateholder, the applicable Special Servicer determines
      that a payment default or a material non-monetary default has occurred or
      is imminent and is not likely to be cured within 60 days (unless, with
      respect to the 375 Park Avenue Loan, such default is cured by the
      Directing Certificateholder of the Class 375 Certificates in accordance
      with Section 3.33(c)); 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 Loan
      or Junior Loan, as the case may be, shall not be a Specially Serviced 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 applicable Master Servicer has received notice of the
      foreclosure or proposed foreclosure of any lien on the related Mortgaged
      Property; or

            (viii) with respect to any Loan that is a part of any Loan
      Combination where the related Junior Loan Holder has exercised its right
      to cure consecutive monetary defaults up to the amount of consecutive
      monetary defaults permitted pursuant to the related Intercreditor
      Agreement, the occurrence of a monetary default in the following month; or

            (ix) any other default has occurred which, in the reasonable
      judgment of the applicable Special Servicer (with the approval of the
      Directing Certificateholder) or the applicable Master Servicer, has
      materially and adversely affected the value of such Loan or Junior Loan,
      as the case may be, or otherwise materially and adversely affects the
      interests of the Certificateholders and, in either such case, has
      continued unremedied for 30 days (irrespective of any applicable grace
      period specified in the related Loan Documents) (unless, with respect to
      the 375 Park Avenue Loan, such default is cured by the Directing
      Certificateholder of the Class 375 Certificates in accordance with Section
      3.33(c)), provided that the failure of the related Borrower to obtain
      all-risk casualty insurance that does not contain any carve-out for
      terrorist or similar act (other than such amounts as are specifically
      required by the related Loan Agreement) shall not apply with respect to
      this clause if the applicable 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
      Mortgaged Property and located in or around the region in which such
      Mortgaged Property is located or (b) such insurance is not available at
      any rate; or

            (x) with respect to the 375 Park Avenue Loan, the election by the
      Directing Certificateholder of the Class 375 Certificates not to cure a
      monetary or non-monetary default as described in Section 3.33(c), which
      default would otherwise result in a Servicing Transfer Event with respect
      to such Loan; or

            (xi) with respect to the 375 Park Avenue Loan, the election by the
      Directing Certificateholder of the Class 375 Certificates, not to exercise
      its purchase option with respect to such Mortgage Loan under Section
      3.33(b), if the event giving rise to such purchase option would otherwise
      result in a Servicing Transfer Event with respect to such Loan.

            Notwithstanding the foregoing, if a default occurs under any Loan
Combination, which the related Junior Loan Holder has the option to cure
pursuant to the related Intercreditor Agreement, then a Servicing Transfer Event
will not be deemed to have occurred with respect to such Loan Combination and
such Loan Combination will not be considered a Specially Serviced Loan unless
and until the related Junior Loan Holder does not exercise its option to cure
prior to the expiration of the applicable cure period as described in such
related Intercreditor Agreement.

            "Significant Loan": At any time, (a) any Loan (i) whose principal
balance is $20,000,000 or more at such time or (ii) that is (x) a Loan, (y) part
of a group of Crossed Loans or (z) part of a group of 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 Loans (which for the purposes of this definition
shall include groups of Crossed Loans and groups of Loans made to affiliated
Borrowers), by outstanding principal balance at such time.

            "Similar Law": Any federal, state or local law materially similar to
Section 406 or 407 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 applicable 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 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 recordkeeping; 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 without
Rating Agency confirmation of Certificate ratings, in respect of any Significant
Loan, be amended with respect to the Single-Purpose Entity requirements so long
as any Certificates are outstanding.

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

            "Special Servicer": With respect to (a) all of the Group A Loans,
any related Junior Loans and any related REO Properties, and any matters
relating to the foregoing, Special Servicer No. 1, and (b) all of the Group B
Loans and any related REO Properties, and any matters relating to the foregoing,
Special Servicer No. 2.

            "Special Servicer No. 1": CWCapital Asset Management, LLC, in its
capacity as special servicer with respect to the Group A Loans, any related
Junior Loans and any related REO Properties hereunder, or any successor special
servicer appointed as provided herein with respect to the Group A Loans, any
related Junior Loans and any related REO Properties.

            "Special Servicer No. 2": National Consumer Cooperative Bank, in its
capacity as special servicer with respect to the Group B Loans and any related
REO Properties hereunder, or any successor special servicer appointed as
provided herein with respect to the Group B Loans and any related REO
Properties.

            "Special Servicing Fee": With respect to each Specially Serviced
Loan and REO Loan, the fee payable to the applicable Special Servicer pursuant
to the first paragraph of Section 3.11(b), computed on the basis of the Stated
Principal Balance of the related Loan and for the same period for which any
related interest payment on the related Specially Serviced Loan is computed, as
more particularly described in Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, 0.25% per annum.

            "Specially Designated Co-op Loan": Any NCB/Column Loan that
constitutes a Co-op Loan or any successor REO Loan with respect thereto.

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

            "Startup Day": The Closing Date.

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

            "Stated Principal Balance": With respect to any Loan, the 375 Park
Avenue Pooled Portion, the 375 Park Avenue Non-Pooled Portion or Junior Loan
(other than an REO Loan), as of any date of determination, an amount equal to
(x) the Cut-off Date Principal Balance of such Loan or such Junior Loan, as the
case may be, or with respect to a Qualified Substitute Mortgage Loan being
substituted for another Loan pursuant to or as contemplated by Section 2.03(b)
hereof, the outstanding principal balance of such Qualified Substitute Mortgage
Loan after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, whether or not received, minus (y)
the sum of:

            (i) the principal portion of each Monthly Payment due on such Loan,
      375 Park Avenue Pooled Portion, 375 Park Avenue Non-Pooled Portion or
      Junior Loan, as the case may be, after the Cut-off Date (or, with respect
      to a Qualified Substitute Mortgage Loan substituted for another Loan
      pursuant to or as contemplated by Section 2.03(b) hereof, the applicable
      Due Date during the month of substitution), to the extent received from
      the Borrower or advanced by the applicable Master Servicer or Trustee, as
      applicable, and distributed to Certificateholders, or the related Junior
      Loan Holder, as may be applicable, on or before such date of
      determination;

            (ii) all Principal Prepayments received with respect to such Loan,
      375 Park Avenue Pooled Portion, 375 Park Avenue Non-Pooled Portion or
      Junior Loan, as the case may be, after the Cut-off Date (or, with respect
      to a Qualified Substitute Mortgage Loan substituted for another Loan
      pursuant to or as contemplated by Section 2.03(b) hereof, the applicable
      Due Date during the month of substitution), to the extent distributed to
      Certificateholders, or the related Junior Loan Holder, as may be
      applicable, on or before such date of determination;

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan, 375
      Park Avenue Pooled Portion, 375 Park Avenue Non-Pooled Portion or Junior
      Loan, as the case may be, after the Cut-off Date (or, with respect to a
      Qualified Substitute Mortgage Loan substituted for another Loan pursuant
      to or as contemplated by Section 2.03(b) hereof, the applicable Due Date
      during the month of substitution), to the extent distributed to
      Certificateholders or the related Junior Loan Holder, as may be
      applicable, on or before such date of determination;

            (iv) any reduction in the outstanding principal balance of such
      Loan, 375 Park Avenue Pooled Portion, 375 Park Avenue Non-Pooled Portion
      or Junior Loan, as the case may be, resulting from a Deficient Valuation
      that occurred prior to the end of the Due Period for the most recent
      Distribution Date; and

            (v) any reduction in the outstanding principal balance of such Loan,
      375 Park Avenue Pooled Portion, 375 Park Avenue Non-Pooled Portion or
      Junior Loan, as the case may be, due to a modification by the applicable
      Special Servicer pursuant to this Agreement, which reduction occurred
      prior to the end of the Due Period for the most recent Distribution Date.

            The Stated Principal Balance of the 375 Park Avenue Mortgage Loan
(including the 375 Park Avenue Pooled Portion and the 375 Park Avenue Non-Pooled
Portion) shall equal the aggregate principal balances of the 375 Park Avenue
Pooled Portion and 375 Park Avenue Non-Pooled Portion at any time of
determination, each as calculated in accordance with previous paragraph.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Loan or
Junior Loan (including the Stated Principal Balance of the 375 Park Avenue
Pooled Portion and the 375 Park Avenue Non-Pooled Portion, if applicable), as
applicable, as of the related REO Acquisition Date, minus (y) the sum of:

            (i) if such REO Loan relates to a predecessor Loan, the principal
      portion of any P&I Advance made with respect to such REO Loan on or after
      the related REO Acquisition Date, to the extent distributed to
      Certificateholders on or before such date of determination; and

            (ii) the principal portion of all Insurance and Condemnation
      Proceeds, Liquidation Proceeds and REO Revenues received with respect to
      such REO Loan, to the extent distributed to Certificateholders or the
      related Junior Loan Holder, as applicable, on or before such date of
      determination.

            Each Loan (and any successor REO Loan with respect thereto) shall be
deemed to be part of the Trust Fund and to have an outstanding Stated Principal
Balance until the Distribution Date on which the payments or other proceeds, if
any, received in connection with a Liquidation Event in respect thereof (or any
related REO Property) are to be distributed to Certificateholders; and,
following such Distribution Date, such Stated Principal Balance shall be zero.

            The Stated Principal Balance of any Loan (or any successor REO Loan
with respect thereto) as to which there has been a Final Recovery Determination
shall be, following the application of all amounts received in connection with
such Loan (or any related REO Property) in accordance with the terms hereof,
zero.

            Notwithstanding anything to the contrary contained in this
definition, any payment or other collection of principal on or with respect to
any Loan (or any successor REO Loan with respect thereto) that constitutes part
of the Principal Distribution Amount for any Distribution Date, without regard
to the proviso to the first sentence of the definition of "Principal
Distribution Amount" and, further, without regard to any Principal Distribution
Adjustment Amount for such Distribution Date, shall be deemed to be distributed
to Certificateholders on such Distribution Date for purposes of this definition.

            "Statement to Certificateholders": As defined in Section 4.02(a).

            "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.

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

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

            "Subordinate Certificate": Any Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class S, Class 375-A, Class 375-B, Class
375-C or Class R Certificate.

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

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

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC, the Lower-Tier REMIC and
the 375 Park Avenue Loan REMIC created hereunder due to its classification as a
REMIC under the REMIC Provisions, and Form 1041 for the portion of the Trust
Fund intended to be treated as a grantor trust for U.S. federal income tax
purposes, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal or State Tax Laws.

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

            "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.

            "Treasury Rate": With respect to any Principal Prepayment made on a
Loan, the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the applicable Master Servicer shall select
a comparable publication to determine the Treasury Rate in its reasonable
discretion.

            "Trust": The trust created hereby.

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

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Loans subject to this Agreement
and all interest and principal received or receivable on or with respect to the
Loans (other than payments of principal and interest due and payable on the
Loans on or before the Cut-off Date and Principal Prepayments paid on or before
the Cut-off Date), together with all documents included in the related Mortgage
Files; (ii) such funds or assets as from time to time are deposited in the
Collection Accounts, the Distribution Account, the Excess Liquidation Proceeds
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and, if established, the REO Accounts, to the extent not allocable to a Junior
Loan; (iii) any REO Property, to the extent not allocable to a Junior Loan; (iv)
the rights of the mortgagee under all Insurance Policies with respect to the
Loans; (v) the Uncertificated Lower-Tier Interests and the 375 Park Avenue Loan
REMIC Regular Interests; (viii) the rights of the Depositor under the Mortgage
Loan Purchase Agreements; and (ix) the rights of the Trustee under the Column
Performance Guarantee.

            "Trust REMIC": Any of the Upper-Tier REMIC, the Lower-Tier REMIC or
the 375 Park Avenue Loan REMIC.

            "Trustee": Wells Fargo Bank, N.A., a national banking association,
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.

            "Trustee Fee Rate": A rate equal to 0.00082% per annum computed on
the same basis and in the same manner as interest is computed on the related
Loan or REO Loan (except (a) in the case of the GECC Loans, in which case the
trustee fee will be calculated on a 30/360 basis and (b) in the case of any
mortgage loans that provide for payment of a fixed interest amount during any
interest only period, on a 30/360 basis during the interest only period of such
loan and on an actual/360 basis otherwise).

            "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.

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

            "Uncertificated Accrued Interest Amount": With respect to each
Distribution Date and each Uncertificated Lower-Tier Interest, an amount equal
to interest for the related Interest Accrual Period at the Lower-Tier Remittance
Rate applicable to such Uncertificated Lower-Tier Interest for such Distribution
Date, accrued on the related Lower-Tier Principal Amount of such Uncertificated
Lower-Tier Interest (or, in the case of the Class LA-Y Lower-Tier Interest, on
the Lower-Tier Notional Balance thereof) immediately prior to such Distribution
Date. With respect to each Distribution Date and each 375 Park Avenue Loan REMIC
Regular Interest, an amount equal to interest for the related Interest Accrual
Period at the 375 Park Avenue Loan REMIC Remittance Rate applicable to such 375
Park Avenue Loan REMIC Regular Interest for such Distribution Date, accrued on
the related Loan REMIC Principal Balance of such 375 Park Avenue Loan REMIC
Regular Interest immediately prior to such Distribution Date. The Uncertificated
Accrued Interest Amount for each Uncertificated Lower-Tier Interest and 375 Park
Avenue Loan REMIC Regular Interest shall be calculated on a 30/360 Basis.

            "Uncertificated Lower-Tier Interests": The uncertificated "regular
interests," within the meaning of Section 860G(a)(1) of the Code, in the
Lower-Tier REMIC, which "regular interests" consist of the Class LA-1-1, Class
LA-1-2, Class LA-2-1, Class LA-2-2, Class LA-3-1, Class LA-3-2, Class LA-3-3,
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-M, Class LA-J, Class LA-Y,
Class LB, Class LC, Class LD-1, Class LD-2, Class LE, Class LF-1, Class LF-2,
Class LG-1, Class LG-2, Class LH, Class LJ-1, Class LJ-2, Class LK-1, Class
LK-2, Class LL, Class LM, Class LN, Class LO, Class LP, Class LQ, Class LS,
Class L375-A, Class L375-B and Class L375-C Lower-Tier Interests.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Loan as to which a Prepayment Interest Shortfall was incurred with
respect to any Principal Prepayment occurring during the related Due Period, the
excess, if any, of (i) such Prepayment Interest Shortfall, over (ii) the deposit
made by the applicable Master Servicer to the Trustee in respect of such
Prepayment Interest Shortfall pursuant to Section 3.02(e).

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the sum of the Uncovered Prepayment Interest Shortfalls, if
any, for such Distribution Date.

            "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE
200-58 and PTE 2002-41, and as may be subsequently amended following the Closing
Date.

            "Underwriters": Collectively, Credit Suisse First Boston LLC, GMAC
Commercial Holding Capital Markets Corp., Deutsche Bank Securities Inc.,
Wachovia Capital Markets, LLC and Bank of America Securities LLC.

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

            "Unpaid Interest Shortfall Amount": As to any Class of Regular
Certificates, any Class A-X Component or Class A-SP Component or any
Uncertificated Lower-Tier Interest or any 375 Park Avenue Loan REMIC Regular
Interest, for the first Distribution Date, zero. With respect to any Class of
Regular Certificates, any Class A-X Component or Class A-SP Component or any
Uncertificated Lower-Tier Interest or any 375 Park Avenue Loan REMIC Regular
Interest, for any Distribution Date after the first Distribution Date, the
amount, if any, by which the sum of the Monthly Interest Distribution Amounts
for such Class, such Component or such Uncertificated Lower-Tier Interest or
such 375 Park Avenue Loan REMIC Regular Interest, as the case may be, for all
prior Distribution Dates exceeds the sum of the amounts distributed on such
Class or deemed distributed on such Component or such Uncertificated Lower-Tier
Interest or such 375 Park Avenue Loan REMIC Regular Interest, as the case may
be, on all prior Distribution Dates in respect of accrued interest.

            "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 (except to the extent provided in applicable
Treasury regulations), or other entity (including any entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State or the District of
Columbia, or an estate whose income is includible in gross income for United
States federal income tax purposes regardless of its source, 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 (including certain trusts in
existence on August 20, 1996 that are eligible to elect to be treated as United
States Tax Persons).

            "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 that would, but for such filing, constitute Restricted Master Servicer
Reports.

            "Upper-Tier REMIC": One of the three separate REMICs comprising the
Trust Fund, the primary assets of which consist of the Uncertificated Lower-Tier
Interests and related amounts in the Distribution Account.

            "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, Class A-SP and Class A-Y Certificates
(based on the respective Class Notional Amount of each such Class relative to
the aggregate Certificate Notional Amount of the three such Classes) and (ii) in
the case of any Class of Sequential Pay Certificates a percentage equal to the
product of 99% and a fraction, the numerator of which is equal to the Class
Principal Balance of such Class, in each case, determined as of the Distribution
Date immediately preceding such date of determination, and the denominator of
which is equal to the aggregate of the Class Principal Balances of all the
Classes of Sequential Pay Certificates, each determined as of the Distribution
Date immediately preceding such date of determination. None of the Class V,
Class 375 or Class R Certificates will be entitled to any Voting Rights. For
purposes of determining Voting Rights, the Class Principal Balance of any Class
shall be deemed to be reduced by allocation of the Collateral Support Deficit to
such Class, but not by Appraisal Reductions allocated to such Class. 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": The internet website maintained by the Trustee (initially
located at www.ctslink.com) or the internet website of a Master Servicer.

            "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 Loans (other than the 375 Park Avenue Loan), the 375 Park Avenue
Pooled Portion and REO Loans in the Mortgage Pool, weighted based on their
respective Stated Principal Balances immediately prior to such Distribution
Date.

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

            "Workout-Delayed Reimbursement Amount": With respect to any Loan,
the amount of any Advance made with respect to such Loan on or before the date
such Loan becomes a Corrected 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 Loan becomes a Corrected 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 paid to the applicable Special Servicer with
respect to each Corrected Loan.

            "Workout Fee Rate": As defined in Section 3.11(b).

            "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan Documents, including but not
limited to a yield maintenance charge which is based on the amount of Defeasance
Collateral. If a Yield Maintenance Charge becomes due for any particular Loan,
the applicable Master Servicer shall be required to follow the terms and
provisions contained in the applicable Loan Documents; provided, however, that
if the related Loan Documents do not specify which U.S. Treasury obligations are
to be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, or if the related Loan Documents are ambiguous, the
applicable Master Servicer shall be required to use those U.S. Treasury
obligations that will generate the lowest discount rate or reinvestment yield
for the purposes thereof. Accordingly, if either no U.S. Treasury obligation, or
more than one U.S. Treasury obligation, coincides with the term over which the
Yield Maintenance Charge is to be calculated (which, depending on the applicable
Loan Documents, is based on the remaining average life of the Loan or the actual
term remaining through the Maturity Date or, in the case of an ARD Loan, the
Anticipated Repayment Date), the applicable Master Servicer shall use the U.S.
Treasury obligations that mature closest to but not exceeding the month in which
the term over which the Yield Maintenance Charge is to be calculated ends, and
whose reinvestment yield is the lowest, with such yield being based on the bid
price for such issue as published in the Treasury Bonds, Notes and Bills section
of The Wall Street Journal on the date that is 14 days prior to the date that
the Yield Maintenance Charge becomes due and payable (or, if such bid price is
not published on that date, the first preceding date on which such bid price is
so published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 x [{(1+BEY/2)^1/6}-1]) x 100
where BEY is defined as the U.S. Treasury Reinvestment Yield in decimal, not
percentage, form, and 1/6 is the exponential power to which a portion of the
equation is raised. For example, using a BEY of 5.50%, the MEY = (12 x [{(1 +
0.055/2)^0.16667}-1]) x 100, where 0.055 is the decimal version of the
percentage 5.50%, and 0.16667 is the decimal version of the exponential power.
(The MEY calculated in the above example is 5.438%.).

            "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 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 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 applicable Master Servicer, on behalf of the
Trustee, will select a comparable publication to determine the Yield Rate.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:

            (i) All calculations of interest (unless otherwise expressly set
      forth herein, and other than as provided in the Loan Documents) provided
      for herein shall be made on the basis of a 360-day year consisting of
      twelve 30-day months.

            (ii) Any payment on a Loan or a Junior Loan is deemed to be received
      on the date such payment is actually received by the applicable Master
      Servicer or the applicable Special Servicer; 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 applicable 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
      applicable Master Servicer shall apply such Principal Prepayment to reduce
      the outstanding principal balance of the related Loan as if such Principal
      Prepayment had been received, on the following Due Date and (ii) all other
      Principal Prepayments with respect to any Loan or Junior Loan are deemed
      to be received on the date they are applied to reduce the outstanding
      principal balance of such Loan or Junior Loan, as the case may be.

            Section 1.03 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 1.04 Reserved.(a)

            Section 1.05 Certain Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts. (a) If any
party hereto is reimbursed, in accordance with clause (vii) of Section 3.05(a)
and/or clause (v) of Section 3.05(b), out of general collections on the Mortgage
Pool on deposit in a Collection Account or the Distribution Account, as
applicable, for any Nonrecoverable Advance or any Workout-Delayed Reimbursement
Amount or for any interest accrued and payable on any such Nonrecoverable
Advance, then (for purposes of calculating distributions on the Certificates)
such reimbursement and/or such payment of interest shall be deemed to have been
made (without regard from which account it is actually made):

                  first, out of any amounts representing payments or other
      collections of principal received by the Trust with respect to the Loan
      Group to which such Loan generating the Nonrecoverable Advance or
      Workout-Delayed Reimbursement Amount belongs that, but for their
      application to reimburse a Nonrecoverable Advance and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

                  second, out of any amounts representing payments or other
      collections of principal received by the Trust with respect to the other
      Loan Group that, but for their application to reimburse a Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

                  third, out of any amounts (but solely principal collections
      with respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      Loan Group to which such Loan generating the Nonrecoverable Advance
      belongs that, but for their application to reimburse a Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

                  fourth, out of any amounts (but solely principal collections
      with respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      other Loan Group that, but for their application to reimburse a
      Nonrecoverable Advance or Workout-Delayed Reimbursement Amount and/or to
      pay interest thereon, would be included in the Available Distribution
      Amount for any subsequent Distribution Date; and

                  fifth, out of any other amounts (but solely principal
      collections with respect to Workout-Delayed Reimbursement Amounts unless
      it has been determined in accordance with this Agreement that such
      Workout-Delayed Reimbursement Amounts are Nonrecoverable Advances) that
      may be available in the Collection Accounts, as a collective whole, and/or
      the Distribution Account to reimburse the subject Nonrecoverable Advance
      or Workout-Delayed Reimbursement Amount and/or to pay interest thereon.

In each of the above instances the amount available to reimburse the
Workout-Delayed Reimbursement Amounts shall be limited to principal collections,
net of amounts applied to reimburse Nonrecoverable Advances and interest
thereon.

            (b) If any party hereto is reimbursed, in accordance with clause
(vi) of Section 3.05(b), out of general collections on the Mortgage Pool on
deposit in the Distribution Account for any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount (together with interest accrued and payable
thereon), then (for purposes of calculating distributions on the Certificates)
such reimbursement and/or such payment of interest shall be deemed to have been
made out of any amounts then on deposit in the Distribution Account that
represent payments or other collections of principal received by the Trust
first, from such principal payments or collections that are allocated to the
Loan Group to which such Loan generating the Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount belongs and second, from such principal
payments or collections allocated to the other Loan Group, that in either case,
but for their application to reimburse a Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount and/or to pay interest thereon, would be
included in the Available Distribution Amount for any Distribution Date.

            (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 and/or interest thereon 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 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 LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of 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, Series
2005-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 and
Junior Loan Holders (as their interests may appear). 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 Loans
identified on the Mortgage Loan Schedule, (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 Loans (other than payments of principal and interest
due and payable on the Loans on or before the Cut-off Date and Principal
Prepayments paid on or before the Cut-off Date). The transfer of the Loans and
the related rights and property accomplished hereby is absolute and,
notwithstanding Section 10.07, 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, on the Closing Date, of the CSFB Loans from the
CSFB Mortgage Loan Seller, pursuant to the CSFB Mortgage Loan Purchase
Agreement, as a purchase of such Loans from the CSFB Mortgage Loan Seller; (ii)
its acquisition, on the Closing Date, of the other Loans from the respective
other Mortgage Loan Sellers, pursuant to the respective other Mortgage Loan
Purchase Agreements, as a purchase of such other Loans from such other Mortgage
Loan Sellers; and (iii) its transfer of the Loans to the Trust, pursuant to this
Section 2.01(a), as a sale of such Loans to the Trust; provided that, in the
case of the transactions described in clauses (i) and (iii) 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. 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 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) above, 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 items (xvi) and (xxii) of the definition of Mortgage File)
for each Loan so assigned. If a Mortgage Loan Seller cannot deliver, or cause to
be delivered as to any Loan, the original Note, such Mortgage Loan Seller shall
deliver a copy or duplicate original of such Note, together with an affidavit
and customary indemnification substantially in the form attached as Exhibit J
hereto, certifying that the original thereof has been lost or destroyed.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any 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) 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 or its designee within
120 days after 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 recording
or filing office such original or photocopy).

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any 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) 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 or duplicate original 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 or its designee on or before the Closing Date.

            Neither the Trustee nor any Master 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). Notwithstanding the foregoing, if any Mortgage Loan Seller fails, as to
any Loan, 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 or recording office, 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 UCC Financing Statement assignment in a form
appropriate for filing or recording.

            (c) Notwithstanding the foregoing, the Trustee (directly or through
its designee) shall, as to each 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 Qualified Substitute 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, at the expense of the related Mortgage Loan Seller, 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
clause (xi) 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 of the UCC 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 Trustee shall seek reimbursement
from the applicable Mortgage Loan Seller for any costs and expenses incurred in
performing its obligation under this Section 2.01(c). The Depositor hereby
represents and warrants that, as to any Loan, the related Responsible Party is
required to pay for such costs and expenses, as and to the extent provided under
Section 13 of the related Mortgage Loan Purchase Agreement.

            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 Loans
conveyed by it to the Depositor 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) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (including reserve and
escrow agreements, cash management agreements, lockbox agreements, 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 documents and other writings not enumerated in
this parenthetical that have been prepared by the applicable Mortgage Loan
Seller or any of its Affiliates solely for internal credit analysis or other
internal uses or any attorney-client privileged communication) that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, together with copies of all instruments and documents which are
required to be a part of the related Mortgage File in accordance with the
definition thereof, shall be delivered by the Depositor (or the Depositor shall
cause them to be delivered) to the applicable Master Servicer within 10 Business
Days after the Closing Date and shall be held by the applicable Master Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders (and
as holder of the Uncertificated Lower-Tier Interests).

            (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 applicable Master
Servicer(s), 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 its best 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 Loans in the name
of such Mortgage Loan Seller or any other name, to be transferred to the
applicable Master Servicer (or a Sub-Servicer at the direction of the applicable
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 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 Loans in such group of Crossed Loans,
the inclusion of the original or certified copy of such document or instrument
in the Mortgage File for any of such Crossed Loans and the inclusion of a copy
of such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans shall be deemed the inclusion of
such original or certified copy in the Mortgage Files for each such Crossed
Loan.

            (h) Notwithstanding anything to the contrary in this Agreement, each
Mortgage Loan Purchase Agreement provides that the related Mortgage Loan Seller
shall deliver to the applicable Master Servicer any original letters of credit
relating to the Loans being sold by such Mortgage Loan Seller, and the
applicable Master Servicer shall hold such letters of credit on behalf of the
Trustee.

            (i) Following consummation of the conveyance of the Loans by the
Depositor to the Trustee, the Depositor shall not take any action inconsistent
with the Trust Fund's ownership of the Loans, and if a third party, including a
potential purchaser of the Loans, should inquire, the Depositor shall promptly
indicate that the Loans have been sold and shall claim no ownership interest
therein.

            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, copies of all Letters of Credit 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. All references to the "Mortgage File"
herein when used in connection with the duties or obligations of the Trustee to
hold or certify as to such Mortgage File, shall mean in respect of clause (xvi)
of the definition thereof, a copy thereof. To the extent that the contents of
the Mortgage File for any A Loan relate to a corresponding Junior Loan, the
Trustee will also hold such Mortgage File in trust for the benefit of the
related Junior Loan Holder. The Trustee or any Custodian appointed by the
Trustee pursuant to Section 8.11 shall have no obligation to maintain, extend
the term of, enforce or otherwise pursue any rights under such Letter of Credit
which obligation the applicable Master Servicer hereby undertakes.

            (b) Within 90 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
Servicers, the Special Servicers and the applicable Mortgage Loan Seller that,
as to each Loan listed in the Mortgage Loan Schedule (other than any Loan paid
in full and any 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) (without regard to the parenthetical clause),
(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
the applicable Mortgage Loan Seller constituting the related Mortgage File have
been received, appear to have been executed (with the exception of UCC Financing
Statements and assignments thereof), 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 Loans
identified on the Mortgage Loan Schedule. Notwithstanding the foregoing, each
Mortgage Loan Seller shall deliver copies or originals of the documents referred
to in clauses (ii), (ix) and (xviii) of the definition of "Mortgage File" to the
Trustee and the original letters of credit referenced in clause (xvi) of the
definition of "Mortgage File" to the applicable Master Servicer (each of which
shall notify the Trustee of the receipt thereof) (with a copy to the Trustee),
each within 30 days after the Closing Date. If such documents are not delivered
within 30 days, the applicable Mortgage Loan Seller shall have an additional 30
days to deliver such document or shall cure such failure in accordance with
Section 2.03.

            (c) The Trustee shall review each of the Loan Documents received 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 Servicers, the Special Servicers and the applicable
Mortgage Loan Seller that, as to each Loan listed on the Mortgage Loan Schedule,
(i) all documents specified in clauses (i) through (v), (ix) (without regard to
the parenthetical clause), (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 Loan Documents have
been received, have been executed (with the exception of UCC Financing
Statements and assignments thereof), 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 Loans identified on
the Mortgage Loan Schedule. The Trustee shall, upon request, provide the
applicable 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 and filing 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 any of
clauses (vi), (vii), (viii), (x), (xiii) through (xv), (xvii) and (xix) through
(xxi) 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 Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the 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. The Trustee may assume for purposes of certification
pursuant to Section 2.02(b), that each Mortgage File should include one state
level UCC Financing Statement filing for each Loan.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that (a) any document required to be included
in the Mortgage File has not been delivered to it within the time required under
the applicable Mortgage Loan Purchase Agreement or (b) such document has not
been properly executed or is otherwise defective on its face (each, a "Defect"
in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the applicable Master Servicer, the applicable Special Servicer and
the applicable Mortgage Loan Seller (and, solely with respect to any Loan
Combination, the related Junior Loan Holder(s), as applicable), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Loan, with particularity, the nature of such Defect. The Trustee shall not be
required to verify the conformity of any document with the 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 Loans identified
on the Mortgage Loan Schedule, appear to be what they purport to be, or have not
been torn, mutilated or otherwise defaced.

            (f) On each anniversary of the Closing Date until all exceptions
have been eliminated, the Trustee shall deliver an exception report as to any
remaining Defects or required 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 Loans by the Responsible Parties for
Defects in Mortgage Files, Breaches of Representations and Warranties and Other
Matters. (a) The Depositor hereby represents and warrants, as of the Closing
Date, 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 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 Loans or the ability
      of the Depositor to carry out the transactions contemplated by this
      Agreement;

            (v) The Depositor's transfer of the 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 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 Loans to the
      Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the 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 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 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 Loans to any Person other than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the 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; and

            (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 Loans to the Trustee.

            (b) If any Certificateholder, the Directing Certificateholder, any
Master Servicer, any Special Servicer or the Trustee discovers or receives
notice of a Defect or a breach of any representation or warranty made, or
required to be made, with respect to a Loan by any Mortgage Loan Seller (or in
the case of the NCB/Column Loans as to which the CSFB Mortgage Loan Seller is
the related Mortgage Loan Seller and NCB is the Responsible Party, NCB) pursuant
to the related Mortgage Loan Purchase Agreement (a "Breach"), it shall give
notice to the applicable Master Servicer, the applicable Special Servicer and
the Trustee. If the applicable Master Servicer or the applicable Special
Servicer determines that such Defect or Breach materially and adversely affects
the value of any Loan or REO Loan or the interests of the Holders of any Class
of Certificates (any such Defect or Breach, a "Material Document Defect" or a
"Material Breach," respectively), it shall give prompt written notice of such
Defect or Breach to the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer and the applicable Responsible Party and shall
request that such Responsible Party, not later than 90 days after the receipt by
the applicable Responsible Party of such request (subject to the second
succeeding paragraph, the "Initial Resolution Period"), (i) cure such Defect or
Breach in all material respects, (ii) repurchase the affected Loan at the
applicable Purchase Price in conformity with the related Mortgage Loan Purchase
Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for such
affected Loan (provided that in no event shall such substitution occur later
than the second anniversary of the Closing Date) and pay to the applicable
Master Servicer for deposit into the applicable Collection Account any
Substitution Shortfall Amount in connection therewith in conformity with the
related Mortgage Loan Purchase Agreement; provided, however, that with respect
to any Material Defect arising from a missing document as to which the Trustee
mistakenly certified its possession of such document on the Closing Date
pursuant to the third sentence of Section 2.01(b), the related Mortgage Loan
Seller shall have 30 days to cure such Material Document Defect; provided,
however, that if (i) such Material Document Defect or Material Breach is capable
of being cured, but not within the Initial Resolution Period, (ii) such Material
Document Defect or Material Breach is not related to any Loan's not being a
"qualified mortgage" within the meaning of the REMIC Provisions and (iii) the
applicable Responsible Party has commenced and is diligently proceeding with the
cure of such Material Document Defect or Material Breach within the Initial
Resolution Period, then the applicable Responsible Party shall have an
additional 90 days to cure such Material Document Defect or Material Breach,
provided that the applicable Responsible Party has delivered to the applicable
Master Servicer, the applicable Special Servicer, the Rating Agencies and the
Trustee an officer's certificate from an officer of the applicable Responsible
Party 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. Notwithstanding the foregoing, if a Mortgage Loan
is not secured by a hotel, restaurant (operated by the Mortgagor), healthcare
facility, nursing home, assisted living facility, self-storage facility,
theatre, mobile home park or fitness center (operated by the Mortgagor)
property, then the failure to deliver to the Trustee copies of the UCC Financing
Statements with respect to such Mortgage Loan shall not be a Material Document
Defect.

            Notwithstanding the foregoing, if there exists a Breach of any
representation or warranty with respect to a Loan on the part of a Mortgage Loan
Seller (or in the case of the NCB/Column Loans as to which the CSFB Mortgage
Loan Seller is the related Mortgage Loan Seller and the applicable Mortgage Loan
Seller/Originator is the Responsible Party, on the part of such Mortgage Loan
Seller/Originator) set forth in, or made pursuant to, Section 6(a) of the
related Mortgage Loan Purchase Agreement relating to whether or not the Loan
Documents or any particular Loan Document requires the related Borrower to bear
the costs and expenses associated with certain actions as set forth in detail in
each Mortgage Loan Seller's Mortgage Loan Purchase Agreement, then the
applicable Responsible Party shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund by wire transfer to the
applicable Collection Account the reasonable amount of any such costs and
expenses incurred by the applicable Master Servicer, the applicable Special
Servicer, the Trustee or the Trust Fund that are the basis of such Breach and
have not been reimbursed by the related Borrower, provided, however, that in the
event any such costs and expenses exceed $10,000, the applicable Responsible
Party shall have the option to either repurchase such Loan at the applicable
Purchase Price or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the applicable Responsible Party shall
make such deposit and upon its making such deposit, the applicable Responsible
Party shall be deemed to have cured such Breach in all respects. Provided such
payment is made, the second preceding sentence describes the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding
any such Breach, and the applicable Responsible Party shall not be obligated to
repurchase, substitute or otherwise cure such Breach under any circumstances.

            The absence of any of the following from a Mortgage File shall be
deemed a Material Document Defect with respect to the related Loan unless cured
as contemplated by Section 2.02(b): (a) the original signed Note, unless the
Mortgage File contains a signed lost note affidavit and indemnity; (b) the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as sent for recordation 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 item called for by
clause (ix) of the definition of Mortgage File; (d) 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 sent for recordation with a certificate stating that
the original intervening assignment was sent for recordation, or a copy of the
intervening assignment and the related recording information; (e) any required
original letter of credit (as required in the parenthetical exception in the
first paragraph of Section 2.01(b)), 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 original or a copy of any required ground
lease. Failure to include a document checklist in a Mortgage File shall in no
event constitute a Material Document Defect.

            Any Defect or Breach which causes any Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed
a Material Document Defect or Material Breach, as applicable, and the Initial
Resolution Period for the affected Loan shall be 90 days following the earlier
of the related Responsible Party's receipt of notice (pursuant to this Section
2.03(b)) with respect to, and its discovery of, such Defect or Breach (which
period shall not be subject to extension).

            If any Loan is to be repurchased by reason of a Material Breach or a
Material Document Defect with respect thereto, the applicable Master Servicer
shall designate its 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 Loan is to be repurchased or substituted for by reason of a
Material Breach or Material Document Defect with respect thereto, (y) such Loan
is a Crossed Loan and (z) such Material Document Defect or Material Breach does
not otherwise constitute a Material Document Defect or a Material Breach, as the
case may be, as to any related Crossed Loan, then the applicable Defect or
Breach shall be deemed to constitute a Material Document Defect or a Material
Breach as to any related Crossed Loan for purposes of the above provisions, and
the applicable Responsible Party shall be required to repurchase or substitute
for each related Crossed Loan in accordance with the provisions above unless the
Crossed Loan Repurchase Criteria would be satisfied if the applicable
Responsible Party were to repurchase or substitute for only the affected Crossed
Loan as to which a Material Document 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 Loan Repurchase Criteria would be so
satisfied, the applicable Responsible Party may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the Material Document
Defect or Material Breach exists or to repurchase or substitute for all the
Crossed Loans in the subject Crossed Group. The determination of the applicable
Special Servicer as to whether the Crossed Loan Repurchase Criteria have been
satisfied shall be conclusive and binding in the absence of manifest error. The
applicable Special Servicer will be entitled to cause to be delivered, or direct
the applicable Responsible Party to cause to be delivered, to the applicable
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
Loan Repurchase Criteria has been satisfied, in each case at the expense of the
applicable Responsible Party if the scope and cost of the Appraisal is approved
by the applicable Responsible Party (such approval not to be unreasonably
withheld).

            To the extent that a Responsible Party repurchases or substitutes an
affected Crossed Loan in the manner prescribed in the immediately preceding
paragraph above while the Trustee continues to hold any related Crossed Loans,
the related Mortgage Loan Seller and the Depositor have agreed in the Mortgage
Loan Purchase Agreement to modify, upon such repurchase or substitution, the
related Loan Documents in a manner such that such affected Crossed Loan
repurchased or substituted by the related Mortgage Loan Seller, on the one hand,
and any related Crossed Loans held by the Trustee, on the other, would no longer
be cross-defaulted or cross-collateralized with one another; provided that the
applicable Responsible Party shall have furnished the Trustee, at its expense,
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
applicable Responsible Party and the Depositor have agreed in the applicable
Mortgage Loan Purchase Agreement that such repurchase or substitution of only
the affected Crossed Loan, notwithstanding anything to the contrary herein,
shall not be permitted and the Responsible Party shall repurchase or substitute
for the affected Crossed Loan and all related Crossed Loans. Any reserve or
other cash collateral or letters of credit securing the Crossed Loans shall be
allocated between such Loans in accordance with the Loan Documents. All other
terms of the Loans shall remain in full force and effect, without any
modification thereof.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Loan, the applicable
Responsible Party will not be obligated to repurchase or substitute for the Loan
if the affected Mortgaged Property may be released pursuant to the terms of any
partial release provisions in the related Loan Documents and the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan
Documents and (i) the applicable Responsible Party provides an Opinion of
Counsel to the effect that such partial release would not cause an Adverse REMIC
Event to occur, (ii) such Responsible Party pays (or causes to be paid) the
applicable release price required under the 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 applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Trust Fund and
(iii) such cure by release of such Mortgaged Property is effected within the
time periods specified for the cure of a Material Breach or a Material Document
Defect in this Section 2.03(b).

            In connection with any repurchase or substitution of a Loan
contemplated by this Section 2.03, the Trustee, the applicable Master Servicer
and the applicable Special Servicer shall each tender to or at the direction of
the applicable Responsible Party, upon delivery to each of the Trustee, the
applicable Master Servicer and the applicable Special Servicer of a trust
receipt executed by such Responsible Party, all portions of the Mortgage File,
the Servicing File and other documents pertaining to such Loan possessed by it,
and each document that constitutes a part of the related Mortgage File that was
endorsed or assigned to the Trustee, shall be endorsed or assigned, as the case
may be, to such Responsible Party in the same manner as provided in Section 7 of
the related Mortgage Loan Purchase Agreement. The applicable Master Servicer
(or, in the case of a Specially Serviced Loan, the applicable Special Servicer)
shall notify the holder of the Class 375 Certificates of any repurchase
regarding the 375 Park Avenue Loan. The applicable Master Servicer (or, in the
case of a Specially Serviced Loan, the applicable Special Servicer) shall notify
the related Junior Loan Holder(s), as the case may be, of any repurchase
regarding any Loan.

            In connection with a repurchase or substitution of a Loan pursuant
to the first paragraph of this Section 2.03(b), Monthly Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the Due Date
in the month of substitution, and Monthly Payments due with respect to each Loan
being repurchased or replaced after the related Due Date in November 2005 and
received by the applicable Master Servicer or Special Servicer on behalf of the
Trust on or prior to the related date of repurchase or substitution, shall be
part of the Trust Fund. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the Due Date in the month of
substitution, and Monthly Payments due with respect to each Loan being
repurchased or replaced and received by the applicable Master Servicer or
Special Servicer on behalf of the Trust after the related date of repurchase or
substitution, shall not be part of the Trust Fund and are to be remitted by the
applicable Master Servicer to the applicable Responsible Party promptly
following receipt.

            Section 7 of each of the Mortgage Loan Purchase Agreements and, in
the case of the CSFB Loans, the Column Performance Guarantee provide the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect or Breach.

            If the applicable Responsible Party defaults on its obligations to
repurchase any Loan as contemplated by this Section 2.03(b), the Trustee shall
promptly notify the Certificateholders, the Rating Agencies, the applicable
Master Servicer and the applicable Special Servicer of such default. The Trustee
shall enforce the obligations of each Responsible Party under Section 7 of the
related Mortgage Loan Purchase Agreement and/or, if applicable, 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 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 Responsible Party; second, pursuant to
Section 3.05(a) 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) out of
general collections on the Loans on deposit in the applicable Collection
Account.

            If the applicable Responsible Party incurs any expense in connection
with the curing of a Breach which also constitutes a default under the related
Loan, such Responsible Party 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
Responsible Party'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 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 Loan; and provided, further, that in the event and to the
extent that such expenses of such Responsible Party in connection with any Loan
exceed five percent of the then outstanding principal balance of such Loan, then
such Responsible Party's rights to reimbursement pursuant to this paragraph with
respect to such Loan and such excess expenses shall not be exercised until the
payment in full of such Loan (as such Loan may be amended or modified pursuant
to the terms of this Agreement). Notwithstanding any other provision of this
Agreement to the contrary, no Master Servicer shall have any obligation pursuant
to this Agreement to collect such reimbursable amounts on behalf of such
Responsible Party; provided, however, that the preceding clause shall not
operate to prevent the applicable Master Servicer from using reasonable efforts,
exercised in such Master Servicer's sole discretion, to collect such amounts to
the extent consistent with the Servicing Standard. A Responsible Party may
pursue its rights to reimbursement of such expenses directly against the
Borrower while such Loan is an asset of the Trust Fund, by suit or otherwise, at
the sole cost and expense of such Responsible Party to the extent such costs and
expenses are not recovered from the Borrower; provided that (i) the applicable
Master Servicer or, with respect to a Specially Serviced Loan, the applicable
Special Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by such Responsible Party will not
impair the applicable Master Servicer's and/or the applicable Special Servicer's
collection or recovery of principal, interest and other sums due with respect to
the subject Loan and any related Junior Loan, which would otherwise be payable
to the applicable Master Servicer, the applicable Special Servicer, the Trustee,
the Certificateholders and any related Junior Loan Holder 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 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 375 Park Avenue Loan REMIC Regular Interest
and Uncertificated Lower-Tier Interests; Execution of Certificates. Subject to
Sections 2.01 and 2.02, the Trustee hereby acknowledges the assignment to it of
the 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 Loans, the 375 Park Avenue Loan REMIC (in the case of the 375 Park Avenue
Loan), exclusive of Excess Interest thereon, on behalf of the 375 Park Avenue
Loan REMIC (in the case of the 375 Park Avenue Loan) the Lower-Tier REMIC, and
the Holders of the Certificates, (ii) acknowledges the issuance of the
Uncertificated Lower-Tier Interests (together with the residual interest in the
Lower-Tier REMIC, which will be evidenced by the Class R Certificates), in
exchange for the Loans (other than the 375 Park Avenue Loan), exclusive of
Excess Interest thereon, and the Park Avenue Loan REMIC Regular Interests,
receipt of which is hereby acknowledged, (iii) acknowledges the issuance of the
375 Park Avenue Loan REMIC Regular Interests and the 375 Park Avenue Loan REMIC
Residual Interest (represented by the Class R Certificates) to the Depositor in
exchange for the 375 Park Avenue Loan, and (iv) pursuant to the written request
of the Depositor executed by an officer of the Depositor, acknowledges that (A)
it has executed and caused the Certificate Registrar to authenticate and to
deliver to or upon the order of the Depositor, in exchange for the Loans
(exclusive of Excess Interest thereon), the 375 Park Avenue Loan REMIC Regular
Interests and the Uncertificated Lower-Tier Interests, the Regular Certificates
and the Class R Certificates and (B) it has executed and caused the Certificate
Registrar 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.

                                  ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 General Servicing Matters. (a) Master Servicer No. 2,
any successor to GMACCM as Master Servicer No. 1, and each of the Special
Servicers shall diligently service and administer the Loans (and if a Loan is
part of a Serviced Loan Combination, the related Junior Loan(s), if any) (and,
in the case of a Special Servicer, any related 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 (and, in the case of a Serviced Loan Combination, the related
Junior Loan Holder(s), if any, taken as a collective whole, taking into
consideration the subordinate nature of the Junior Loans), as determined by such
Master Servicer or such 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 Loans (and, if a Loan is part of a Serviced Loan
Combination, the terms of the related Junior Loan(s), if any), and any related
intercreditor, co-lender and/or similar agreement(s) and, to the extent
consistent with the foregoing, further as follows (the "Servicing
Standard-General"):

            (i) (a) the same manner in which, and with the same care, skill,
      prudence and diligence with which the applicable master servicer or
      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) the same care, skill, prudence and
      diligence with which the applicable master servicer or special servicer,
      as the case may be, services and administers commercial and multifamily
      mortgage loans owned by it, whichever is higher;

            (ii) with a view to the timely collection of all scheduled payments
      of principal and interest under the Loans and, in the case of the Special
      Servicer, if a Loan comes into and continues in default and if, in the
      judgment of the applicable Special Servicer, no satisfactory arrangements
      can be made for the collection of the delinquent payments, the
      maximization of the recovery on that Loan to the Certificateholders (as a
      collective whole) or, in the case of a CBA A/B Loan Pair, for the benefit
      of the Certificateholders and the holder(s) of the related Companion
      Loan(s) (as a collective whole), on a net present value basis; but

            (iii) without regard to--

                  (A) any relationship that the applicable Master Servicer or
            Special Servicer, as the case may be, or any Affiliate thereof may
            have with the related Borrower, any Mortgage Loan Seller or any
            other party to this Agreement,

                  (B) the ownership of any Certificate, mezzanine loan or any
            Junior Loan by the applicable Master Servicer or Special Servicer,
            as the case may be, or by any Affiliate thereof,

                  (C) the applicable Master Servicer's obligation to make
            Advances,

                  (D) the applicable Special Servicer's obligation to request
            that the applicable Master Servicer make Servicing Advances,

                  (E) the right of the applicable Master Servicer (or any
            Affiliate thereof) or the applicable 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 others of any
            other mortgage loans or mortgaged properties by the applicable
            Master Servicer or Special Servicer, as the case may be, or any
            Affiliate thereof, as applicable,

                  (G) any obligation of the applicable Master Servicer or any of
            its Affiliates (in their capacity as a Responsible Party, if
            applicable) to cure a breach of a representation or warranty or
            repurchase the mortgage loan, or

                  (H) any debt that the applicable Master Servicer or Special
            Servicer, as the case may be, or any Affiliate thereof has extended
            to any Borrower.

            (b) GMACCM as a master servicer will service and administer the
mortgage loans and/or REO Properties that it is obligated to service and
administer in the best interests and for the benefit of the Certificateholders
(as a collective whole) or, in the case of any CBA A/B Loan Pair, for the
benefit of the Certificateholders and the holder(s) of the related CBA B Loan
(as a collective whole, as determined by GMACCM as a master servicer in the
exercise of its reasonable judgment taking into account that the related CBA B
Loan is subordinate to the A Note), which standard will be to perform such
servicing and administration in accordance with applicable law, the terms of the
pooling and servicing agreement and the terms of the respective subject mortgage
loans and any applicable intercreditor or co-lender agreements and, to the
extent not inconsistent with the foregoing, further as follows (the "Servicing
Standard-GMAC")--

            (i) with the same care, skill and diligence as is normal and usual
      in GMACCM as a master servicer's, mortgage servicing and REO property
      management activities on behalf of third parties or on behalf of itself,
      whichever is higher; and

            (ii) with a view to the timely collection of all scheduled payments
      of principal and interest under the Loans and the maximization of the
      recovery on that Loan to the Certificateholders (as a collective whole)
      or, in the case of a CBA A/B Loan Pair, for the benefit of the
      Certificateholders and the holder(s) of the related CBA B Loans (as a
      collective whole), on a net present value basis; but

            (iii) without regard to--

                  (A) any relationship that GMACCM as a Master Servicer, or any
            Affiliate thereof may have with the related Borrower,

                  (B) the ownership of any certificate, mezzanine loan or any
            CBA B Loans by GMACCM as a Master Servicer, or by any Affiliate
            thereof,

                  (C) GMACCM's obligation as a Master Servicer to make advances,

                  (D) the right of GMACCM as a Master Servicer (or any Affiliate
            thereof) to receive reimbursement of costs, or the sufficiency of
            any compensation payable to it, or with respect to any particular
            transaction, or

                  (E) any obligation of GMACCM as a Master Servicer or any of
            its Affiliates (in their capacity as a Mortgage Loan Seller) to cure
            a breach of a representation or warranty or repurchase the Loan.

            Without limiting the foregoing, subject to Section 3.21, (i) Master
Servicer No. 1 shall be obligated to service and administer all Group A Loans
and any related Junior Loans which, in each case, do not constitute Specially
Serviced Loans, (ii) Master Servicer No. 2 shall be obligated to service and
administer all Group B Loans which, in each case, do not constitute Specially
Serviced Loans, (iii) Special Servicer No. 1 shall be obligated to service and
administer all Group A Loans and any related Junior Loans as to which a
Servicing Transfer Event has occurred and is continuing ("Specially Serviced
Loans") and any REO Property acquired in respect of any such Loan or Junior
Loan, (iv) Special Servicer No. 2 shall be obligated to service and administer
all Group B Loans as to which a Servicing Transfer Event has occurred and is
continuing (also "Specially Serviced Loans") and any REO Property acquired in
respect of any such Loan. Notwithstanding the foregoing, each Master Servicer
shall continue to make all calculations, and prepare, and deliver to the
Trustee, all reports required to be prepared by such Master Servicer hereunder
with respect to the Loans and/or Junior Loans for which it is the applicable
Master Servicer and that constitute Specially Serviced Loans as if no Servicing
Transfer Event had occurred and with respect to the REO Properties (and the
related REO Loans) related to such Loans and/or Junior Loans as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Loans and REO Properties as are specifically provided
for herein; provided, however, that such Master Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a
failure of the applicable Special Servicer to provide information to such Master
Servicer that is sufficient for such Master Servicer to comply with such duties
or from a failure of the applicable Special Servicer to prepare and deliver to
such Master Servicer reports required hereunder to be delivered by such Special
Servicer to such Master Servicer. Each Loan and Junior Loan that becomes a
Specially Serviced Loan shall continue as such until satisfaction of the
conditions specified in Section 3.21(a).

            (c) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans (and, in the case of a Serviced Loan
Combination, the terms of the related Junior Loan(s), if any, and the related
Intercreditor Agreement), each Master Servicer and, with respect to the
Specially Serviced Loans, each 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, each of the Master
Servicers and Special Servicers, in its own name, is hereby authorized and
empowered by the Trustee and obligated to execute and deliver, on behalf of the
Certificateholders, the Junior Loan Holders and the Trustee or any of them, with
respect to each Loan or Junior 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
execute and furnish to each Master Servicer and Special Servicer any limited
powers of attorney and other documents prepared by such Master Servicer or
Special Servicer, as the case may be, necessary or appropriate to enable such
Master Servicer or 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 any Master Servicer or Special Servicer;
provided, further, notwithstanding anything contained herein to the contrary,
none of the Master Servicers and Special Servicers shall, without the Trustee's
written consent: (i) initiate any action, suit or proceeding solely under the
Trustee's name without indicating such Master Servicer's or Special Servicer's,
as applicable, representative capacity; or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be registered to do business
in any state.

            (d) Reserved.

            (e) Reserved.

            (f) The relationship of each Master Servicer and each Special
Servicer to the Trustee and, unless they are the same Person, one another
(whether between a Master Servicer and another Master Servicer or a Special
Servicer and the other Special Servicer or a Master Servicer and a Special
Servicer) 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.

            (g) Pursuant to the related Intercreditor Agreement, each Junior
Loan Holder has agreed that the applicable Master Servicer and the applicable
Special Servicer are authorized and obligated to service and administer the
subject Junior Loan pursuant to this Agreement. The applicable Master Servicer
shall be entitled, during any period when any Junior Loan of a Serviced Loan
Combination does not constitute a Specially Serviced Loan, to exercise the
rights and powers granted under the corresponding Intercreditor Agreement(s) to
the holder of the applicable 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.

            (h) In the event that a CBA A/B Material Default occurs with respect
to any CBA A/B Loan Pair, and for so long as such CBA A/B Material Default shall
be continuing, the applicable Master Servicer and/or the applicable 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 Junior Loan Holder, and all references herein to
"Junior Loan" (and, if the related A Loan is a Specially Serviced Loan, all
references herein to "Specially Serviced Loan"), other than provisions
pertaining to the making of Advances, shall include such CBA B Loan.

            Section 3.02 Collection of Loan Payments. (a) The applicable Master
Servicer and the applicable Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Loans (and
any Serviced Loan Combination(s)) 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 applicable Master Servicer or applicable Special Servicer may in
its discretion waive any Penalty Charge in connection with any delinquent
payment on a Loan (or a Serviced Loan Combination) it is obligated to service
hereunder.

            (b) All amounts collected on any Loan or Junior Loan, including
payments from Borrowers, Insurance and Condemnation Proceeds or Liquidation
Proceeds shall be applied to amounts due and owing under the related Note and
Mortgage (including any modifications to either of them) in accordance with the
express provisions of such Note and Mortgage (unless a payment default exists
thereunder and the related Note and Mortgage permit application in the order and
priority determined by the lender) and, in the absence of such express
provisions (and, in the case of each related Junior Loan of any Serviced Loan
Combination, subject to the terms of the related Intercreditor Agreement(s)),
shall be applied (after payment to the applicable Master Servicer, the holder of
the related Excess Servicing Strip, any related Primary Servicer, the applicable
Special Servicer, and/or the Trustee for any related Master Servicing Fees (net
of the related Excess Servicing Strip), Excess Servicing Strip, Primary
Servicing Fees, Special Servicing Fees and Trustee Fees, the application to any
related outstanding P&I Advances and/or Servicing Advances, application to
recoveries of Nonrecoverable Advances and interest thereon or Workout-Delayed
Reimbursement Amounts and interest thereon (in each case, that were paid from
principal collections on the Loans and resulted in principal distributed to the
Certificateholders being reduced), and payment of interest on all such Advances
from such Loan): first, as a recovery of accrued and unpaid interest on such
Loan or Junior Loan, as the case may be, at the related Mortgage Rate (less
portions thereof payable to the applicable Master Servicer, the holder of the
related Excess Servicing Strip, the applicable Special Servicer, the Trustee,
or, if applicable, the related Primary Servicer) in effect from time to time to
but not including the Due Date in the Due Period of receipt; second, as a
recovery of principal of such Loan or Junior Loan, as the case may be; third, to
the payment of Yield Maintenance Charges and Static Prepayment Premiums; and
fourth, any other amounts due and owing under such Loan or Junior Loan, as the
case may be (the application to such other amounts to be made in the discretion
of the applicable Master Servicer (exercised in accordance with the Servicing
Standard)). Notwithstanding the terms of any Loan or Junior Loan, the applicable
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 Loan or
Junior Loan under Section 3.11(a), until and except to the extent that (i) all
reserves required to be established with such Master Servicer and then required
to be funded pursuant to the terms of such Loan or Junior Loan have been so
funded, (ii) all payments of principal and interest then due on such Loan or
Junior Loan have been paid and (iii) all related operating expenses, if
applicable, have been paid to the related Lock-Box or reserved for pursuant to
the related Lock-Box Agreement. In no event shall any collections on any ARD
Loan be allocated to the payment of Excess Interest until all principal and
interest (other than Excess Interest) due, or to become due, under such ARD Loan
have been paid in full and any Advances related to such ARD Loan (together with
interest thereon) are reimbursed. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof.

            (c) Reserved.

            (d) If the applicable Master Servicer or the applicable Special
Servicer receives, or receives notice from the related Borrower that it will be
receiving, Excess Interest in any Due Period, such Master Servicer or such
Special Servicer, as applicable, shall, to the extent Excess Interest is not
otherwise reported on the CMSA Loan Periodic Update File, promptly notify the
Trustee in writing.

            (e) Subject to Section 3.20, none of the Master Servicers shall
accept a Principal Prepayment of any 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 Loan Documents, the prepayment results from
a payment of insurance proceeds or condemnation proceeds or the prepayment must
be accepted under applicable law or court order. If a Master Servicer accepts a
Principal Prepayment by the Borrower of any Loan for which such Master Servicer
is the applicable Master Servicer on any date other than a Due Date thereby
causing a Prepayment Interest Shortfall (other than any such Principal
Prepayment that occurred in respect of (i) a Specially Serviced Loan, (ii) a
payment of insurance proceeds or condemnation proceeds, (iii) a payment
subsequent to a default under the related Loan Documents (provided that such
Master Servicer reasonably believes that acceptance of such payment is
consistent with the Servicing Standard and such Master Servicer has obtained the
consent of the applicable Special Servicer), (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 Loan Documents (except as otherwise
provided in the immediately succeeding sentence with respect to the Centergy
Office Loan) or (vi) a payment accepted by such Master Servicer at the request
of or with the consent of the Directing Certificateholder), such Master Servicer
shall remit to the Trustee on or before 1:00 p.m., New York City time, on the
related Master Servicer Remittance Date for deposit in the Distribution Account,
an amount equal to the amount of such resulting Prepayment Interest Shortfall.
If a Prepayment Interest Shortfall occurs with respect to the Centergy Office
Loan as a result of a payment the related Borrower is permitted to make under
the terms of the related Loan Documents, the Master Servicer No. 1 shall remit
to the Trustee on or before 1:00 p.m., New York City time, on the related Master
Servicer Remittance Date for deposit in the Distribution Account, an amount
equal to the amount of such resulting Prepayment Interest Shortfall. In
addition, if an Uncovered Prepayment Interest Shortfall occurs in respect of any
Loan during any Due Period, and if the applicable Master Servicer in respect of
such Loan receives any Prepayment Interest Excesses during that same Due Period
in respect of other Loans as to which such Master Servicer is the applicable
Master Servicer, then such Prepayment Interest Excesses shall be applied to
offset such Uncovered Prepayment Interest Shortfall to the maximum extent
possible and shall not be available as additional servicing compensation.
Notwithstanding the foregoing, (i) no other compensation payable to a Master
Servicer shall be available to cover Prepayment Interest Shortfalls, (ii) a
Master Servicer's obligation to make payments to cover Prepayment Interest
Shortfalls in respect of a particular Due Period shall not carry over to any
subsequent Due Period, and (iii) no Master Servicer shall be obligated pursuant
to this Section 3.02(f), to make any payment, or apply Prepayment Interest
Excesses received on Loans for which it is the applicable Master Servicer, to
cover or offset a Prepayment Interest Shortfall on a Loan as to which it is not
the applicable Master Servicer.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) Each Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), into which all Escrow Payments
received by it with respect to the Loans and/or Junior Loans for which it is the
applicable Master Servicer shall be deposited and retained, and shall administer
such Servicing Accounts in accordance with the related Loan Documents and the
terms of any related Intercreditor Agreement. Each Servicing Account shall be
maintained in accordance, or not inconsistent, with the requirements of the
related Loan or Junior Loan and in accordance with the Servicing Standard 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.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of real estate taxes, assessments, Insurance Policy
premiums, ground rents (if applicable) and other items for which funds have been
escrowed in the Servicing Accounts; (ii) reimburse the applicable Master
Servicer or the Trustee for any Servicing Advances and interest thereon; (iii)
refund to Borrowers any sums as may be determined to be overages; (iv) pay
interest to Borrowers on balances in the Servicing Account, if required by
applicable law or the terms of the related Loan Documents and as described below
or, if not so required, to the applicable Master Servicer pursuant to clause
(vii) below; (v) withdraw amounts deposited in error; (vi) clear and terminate
the Servicing Accounts at the termination of this Agreement in accordance with
Section 9.01; (vii) pay the applicable Master Servicer, as additional servicing
compensation in accordance with Section 3.11(a), interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Servicing
Accounts maintained by such Master Servicer as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the Servicing
Accounts maintained by such Master Servicer for the relevant period and to the
extent not required by law or the terms of the related Loan Documents to be paid
to the Borrowers); and (viii) following a default on the related Loan or
Serviced Loan Combination, for application to amounts due thereunder (to the
extent permitted by the related Loan Documents and applicable law).

            (b) The applicable Special Servicer, in the case of REO Properties,
and the applicable Master Servicer, in the case of Loans and Junior Loans that
do not constitute REO 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 applicable Special
Servicer, in the case of REO Properties, and the applicable Master Servicer, in
the case of Loans and Junior Loans that do not constitute REO Loans, shall
obtain all bills for the payment of such items (including renewal premiums) and
shall effect payment thereof from the related REO Account or Servicing Account,
as applicable, and, if such amounts are insufficient to pay such items in full,
the applicable Master Servicer shall make a Servicing Advance prior to the
applicable penalty or termination date, as allowed under the terms of the
related Loan Documents and, in any event, consistent with the Servicing
Standard. Notwithstanding anything to the contrary in the preceding sentence,
with respect to Loans and Junior Loans that do not provide for escrows for the
payment of taxes and assessments, the applicable Master Servicer shall make a
Servicing Advance for the payment of such items upon the earlier of (i) five
Business Days after such 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) five Business Days before the scheduled date
of foreclosure of any lien arising from nonpayment of such items. In no event
shall any 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 Loan or Serviced Loan Combination 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 applicable Special
Servicer, in the case of REO Properties, and the applicable Master Servicer, in
the case of all Loans and Junior Loans that do not constitute REO Loans 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 Loans and
Junior Loans (other than with respect to any such Loan or Junior Loan after the
related principal balance thereof has been reduced to zero) for which it is the
applicable Master Servicer, each Master Servicer shall make a Servicing Advance
with respect to each related Mortgaged Property (including any 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, (vi)
the costs and expenses (including attorneys' fees and expenses) of any
enforcement or judicial proceedings, including foreclosure and similar
proceedings, and (vii) 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 such Master Servicer
shall not be required to make any such Advance that would, if made, constitute a
Nonrecoverable Servicing Advance.

            With respect to each Specially Serviced Loan and Specially Serviced
Junior Loan and each related REO Property, the applicable Special Servicer shall
give the applicable Master Servicer and the Trustee not less than five Business
Days' notice before the date on which such Master Servicer is required to make
any Servicing Advance with respect to such Loan or Junior Loan or any related
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; provided, further, that no Special Servicer shall be entitled
to make such a request (other than for Servicing Advances required to be made on
an urgent or emergency basis) to any single Master Servicer more frequently than
once per calendar month (although such request may relate to more than one
Servicing Advance). The applicable Master Servicer may pay the aggregate amount
of such Servicing Advances listed on a monthly request to the applicable Special
Servicer, in which case such Special Servicer shall remit such Servicing
Advances to the ultimate payees. In addition, the applicable Special Servicer
shall provide the applicable Master Servicer and the Trustee with any
information in its possession (including any information that such Master
Servicer or the Trustee, as applicable, may reasonably request) to enable such
Master Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by a Special Servicer that a Master Servicer make a Servicing Advance
shall be deemed to be a determination by such Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
applicable Master Servicer shall be entitled to conclusively rely on such
determination, provided that such determination shall not be binding upon such
Master Servicer. On the fourth Business Day before each Distribution Date, each
Special Servicer shall report to the applicable Master Servicer such Special
Servicer's determination as to whether any Servicing Advance previously made by
such Master Servicer with respect to a Specially Serviced Loan or REO Property
for which such Special Servicer is the applicable Special Servicer is a
Nonrecoverable Servicing Advance. Such Master Servicer shall be entitled to
conclusively rely on such a determination, provided that such determination
shall not be binding upon such Master Servicer.

            Notwithstanding anything to the contrary set forth herein, the
applicable Master Servicer may (or shall, at the direction of the applicable
Special Servicer if a Specially Serviced Loan or an REO Property is involved)
pay directly out of such Master Servicer's Collection Account any servicing
expense that, if paid by such Master Servicer or the applicable Special
Servicer, would constitute a Nonrecoverable Servicing Advance; provided that
such payment shall be made only if such Master Servicer (or the applicable
Special Servicer, if a Specially Serviced Loan is involved) has determined in
accordance with the Servicing Standard that making such payment is in the best
interests of the Certificateholders (as a collective whole) (and in the case of
any Junior Loan, the related Junior Loan Holder, taken as a collective whole,
taking into consideration the subordinate nature of the Junior Loan), as
evidenced by an Officer's Certificate delivered promptly to the Trustee and the
Directing Certificateholder (and, in the case of a Significant Loan, the Rating
Agencies), setting forth the basis for such determination and accompanied by any
information that the applicable Master Servicer or the applicable Special
Servicer may have obtained that supports such determination.

            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 Section 3.05. No costs incurred by a Master Servicer
or a 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 Loans, notwithstanding
that the terms of such Loans so permit. If the applicable Master Servicer fails
to make any required Servicing Advance as and when due to the extent a
Responsible Officer of the Trustee has been notified of such failure in writing
by such Master Servicer, the applicable Special Servicer or the Depositor or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure, then the Trustee shall make such Servicing Advance pursuant to Section
7.05.

            (d) In connection with its recovery of any Servicing Advance out of
a Collection Account pursuant to Section 3.05(a) or from a Servicing Account
pursuant to Section 3.03(a), the applicable Master Servicer or the Trustee, as
the case may be, shall be entitled to receive, out of any amounts then on
deposit in such 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.
Subject to Section 3.19(e), each Master Servicer shall reimburse itself or the
Trustee, as the case may be, for any outstanding Servicing Advance made by such
Master Servicer or the Trustee, as the case may be, in respect of the Servicing
Group for which such Master Servicer is the applicable Master Servicer as soon
as practically possible after funds available for such purpose are deposited in
the applicable account maintained hereunder.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Loan or Junior Loan, the
applicable Master Servicer or, if such Loan or Junior Loan constitutes a
Specially Serviced Loan, the applicable 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 a Loan or Junior Loan, the applicable Master Servicer or, if such
Loan or Junior Loan constitutes a Specially Serviced Loan, the applicable
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 applicable Master
Servicer (with respect to Loans and Junior Loans that are not Specially Serviced
Loans) shall determine whether the related Borrower has failed to perform its
obligations under the respective Loan or Junior Loan and (to the extent such
failure is not otherwise reported by such Master Servicer on any of the files or
reports comprising the CMSA Investor Reporting Package) report any such failure
to the applicable 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 Accounts, Distribution Account and
Excess Interest Distribution Account. (a) Each Master Servicer shall establish
and maintain, or cause to be established and maintained, a Collection Account,
into which such Master Servicer shall deposit or cause to be deposited on a
daily basis (and in no event later than the Business Day following receipt of
available funds), except as otherwise specifically provided herein, the
following payments and collections on the Loans and Junior Loans (if any) for
which it is the applicable Master Servicer 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) on the Loans and Junior Loans (if any) for which it is the
applicable Master Servicer received on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such Loans and Junior Loans; and

            (ii) all payments on account of interest (net of any related Primary
      Servicing Fees and, in the case of a Loan, the related Master Servicing
      Fees) on such Loans and Junior Loans and any Penalty Charges collected
      thereon (net of any amount thereof utilized to offset interest on
      Advances); and

            (iii) all Yield Maintenance Charges and all Static Prepayment
      Premiums received with respect to such Loans and Junior Loans;

            (iv) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Loan or Junior Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      pursuant to Section 9.01) together with any amounts representing
      recoveries of Workout-Delayed Reimbursement Amounts or Nonrecoverable
      Advances in respect of such Loans; and

            (v) any amounts required to be transferred from (A) any REO Account
      pursuant to Section 3.16(c), and (B) any Junior Loan Custodial Account
      pursuant to any applicable provision of this Agreement, and

            (vi) any amounts required to be deposited by such Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Collection Account; and

            (vii) any amounts required to be deposited by such Master Servicer
      or a Special Servicer pursuant to Section 3.07(b) in connection with
      losses on any such Loan, Junior Loan or any related REO Property resulting
      from a deductible clause in a blanket hazard policy or master single
      interest policy; and

            (viii) any amounts paid by any Junior Loan Holder or mezzanine
      lender 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.

            The foregoing requirements for deposit by a Master Servicer in the
Collection Account maintained by such Master Servicer 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 such Master Servicer or a
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by such Master Servicer in its
Collection Account. If a Master Servicer shall deposit in its Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from such Collection Account.

            Within one Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan, the applicable Special Servicer
shall remit such amounts to the applicable Master Servicer for deposit into the
Collection Account maintained by such Master Servicer. Any amounts received by
the applicable Special Servicer with respect to an REO Property (other than
Liquidation Proceeds payable pursuant to Section 9.01 in connection with the
termination of the Trust) shall be deposited into the applicable REO Account and
remitted to the applicable Master Servicer for deposit into its Collection
Account pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make or be deemed to have made deposits in and withdrawals from the Distribution
Account in accordance with the terms of this Agreement. Each Master Servicer
shall deliver to the Trustee 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)(iii), (a)(iv), (a)(vii), (c), (d) and (g) of the
definition thereof) for the related Distribution Date then on deposit in the
Collection Account maintained by such Master Servicer. On each Distribution Date
(prior to distributions on the Certificates being made on such date), the
Trustee shall deposit in the Distribution Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Distribution
Account and, to the extent permitted by Section 3.06, shall be permitted to
withdraw any Net Investment Earnings from the Distribution Account.

            Subject to Section 3.05, each Master Servicer shall, as and when
required hereunder, deliver to the Trustee for deposit in the Distribution
Account:

            (i) any P&I Advances required to be made by such Master Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to such Master
      Servicer's obligations hereunder, Section 7.05);

            (ii) any Liquidation Proceeds paid by such Master Servicer in
      connection with the purchase of all of the Loans and any REO Properties in
      the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
      required to be deposited in such Master Servicer's Collection Account or
      the Excess Interest Distribution Account pursuant to Section 9.01);

            (iii) any payments required to be made by such Master Servicer
      pursuant to Section 3.02(f); and

            (iv) any other amounts required to be so delivered by such Master
      Servicer for deposit in the Distribution Account pursuant to any provision
      of this Agreement.

            The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee 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)). To
the extent that any Master Servicer has not delivered to the Trustee for deposit
in the Distribution Account such amounts as are required to have been so
delivered on the Master Servicer Remittance Date, such Master Servicer shall pay
interest thereon to the Trustee at an interest rate equal to the Reimbursement
Rate then in effect for the period from and including the Master Servicer
Remittance Date to and excluding the date such amounts are received for deposit
by the Trustee.

            Any amounts deposited in accordance with this Section 3.04(b) that
represent amounts deposited in respect of the 375 Park Avenue Loan REMIC shall
be deemed to be held in the 375 Park Avenue Loan REMIC Distribution Account
until distributed in respect of the 375 Park Avenue Loan REMIC Regular Interests
and 375 Park Avenue Loan REMIC Residual Interest as set forth herein.

            (c) The Trustee shall establish, prior to the Master Servicer
Remittance Date relating to any Due Period in which Excess Interest is received,
and maintain the Excess Interest Distribution Account in the name 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(i), a subaccount of an Eligible Account. On or
before each Master Servicer Remittance Date, each Master Servicer shall remit to
the Trustee for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received by such Master Servicer during the related
Due Period on the Loans for which it is the applicable Master Servicer. On each
Distribution Date, the Trustee shall withdraw the Excess Interest from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(c). Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no Loans or related REO
Loans remain outstanding that pursuant to their terms could pay Excess Interest,
the Trustee shall terminate the Excess Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds are received, the Trustee
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 or, subject to Section 3.04(i), a
sub-account of an Eligible Account. Not later than 1:00 p.m. on each Master
Servicer Remittance Date, each Master Servicer shall withdraw from such Master
Servicer's Collection Account and remit to the Trustee for deposit in the Excess
Liquidation Proceeds Account all Excess Liquidation Proceeds received by such
Master Servicer during the Due Period ending on the Determination Date
immediately prior to such Master Servicer Remittance Date on the Loans for which
such Master Servicer is the applicable Master Servicer. If any Excess
Liquidation Proceeds received by a Master Servicer during any Due Period relate
to any Junior Loan, such amount shall be deposited in the applicable Junior Loan
Custodial Account. Excess Liquidation Proceeds, if any, received on the 375 Park
Avenue Loan shall be deemed distributed in respect of the 375 Park Avenue Loan
REMIC Residual Interest and held in the related portion of the Excess
Liquidation Proceeds Account until applied in accordance with the second
succeeding paragraph.

            On each Master Servicer Remittance Date, the Trustee shall deposit
in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account and, to the extent permitted by Section 3.06, shall
be permitted to withdraw any Net Investment Earnings from the Excess Liquidation
Proceeds Account.

            On the Business Day prior to each Distribution Date, the Trustee
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 Section 4.01(a), 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
Trustee 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.

            (e) Funds on deposit in a Collection Account, a Junior Loan
Custodial Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Excess Liquidation Proceeds Account and the
Distribution Account shall be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Each Master Servicer shall give
notice to the Trustee, the Special Servicers, the Rating Agencies and the
Depositor of any new location of the Collection Account maintained by such
Master Servicer 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 Trustee. The Trustee shall give notice to the
Master Servicers 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.

            (f) 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 Loan Pair (and, as a result, such CBA B Loan is being serviced
hereunder) or the Mortgaged Property securing the subject CBA A/B Loan Pair has
become REO Property, and with respect to each other Junior Loan from and after
the Closing Date, the applicable Master Servicer shall establish and maintain,
or cause to be established and maintained, a Junior Loan Custodial Account, into
which such Master Servicer shall deposit or cause to be deposited (if not
otherwise required to be deposited in the Collection Account maintained by such
Master Servicer) on a daily basis (and in no event later than the Business Day
following the receipt of available funds) or shall transfer from general
collections on deposit in the Collection Account maintained by such Master
Servicer, except as otherwise specifically provided herein (and provided that
the subject payment or collection was not and may not otherwise be withdrawn
from such Collection Account for any other purpose contemplated by Section
3.05(a) or any other section of this Agreement), the following payments and
collections on the applicable Junior Loan 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 Junior Loan by such Master Servicer on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments on account of principal, including principal
      prepayments, on such Junior Loan; and

            (ii) all payments on account of interest (net of any related Primary
      Servicing Fees), including Excess Interest and Penalty Charges (net of,
      subject to the related Intercreditor Agreement, any amount thereof
      utilized to offset interest on Advances or any Additional Trust Fund
      Expenses (to the extent such interest on Advances or Additional Trust Fund
      Expenses are related to the subject Serviced Loan Combination and
      allocable to such Junior Loan pursuant to the related Intercreditor
      Agreement), on such Junior Loan; and

            (iii) all Insurance and Condemnation Proceeds received that are
      allocable to such Junior Loan; and

            (iv) all Liquidation Proceeds received that are allocable to such
      Junior Loan; and

            (v) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c) that relate to such Junior Loan; and

            (vi) all yield maintenance charges and prepayment premiums received
      in respect of such Junior Loan; and

            (vii) any amounts required to be deposited by the applicable Master
      Servicer or the applicable Special Servicer pursuant to Section 3.07(b) in
      connection with losses on such Junior Loan resulting from a deductible
      clause in a blanket or master force placed hazard insurance policy
      relating thereto; and

            (viii) any amounts paid by the holder of any A Loan or any mezzanine
      lender 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; and

            (ix) 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 Junior Loan Custodial
      Account.

            The foregoing requirements for deposit by a Master Servicer in a
Junior Loan 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 such Master Servicer or the applicable Special
Servicer is entitled to retain as additional servicing compensation pursuant to
Section 3.11 need not be deposited by such Master Servicer in such Junior Loan
Custodial Account. If a Master Servicer for any reason deposits in any Junior
Loan Custodial Account any amount not required to be deposited therein, such
Master Servicer may at any time withdraw such amount from such Junior Loan
Custodial Account, notwithstanding any provision in this Agreement to the
contrary.

            (g) With respect to any 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 Loan Pair (and, as a result, such CBA B Loan is being
serviced hereunder) or the Mortgaged Property securing the subject CBA A/B Loan
Pair has become REO Property, and with respect to each other Junior Loan from
and after the date hereof, the applicable Master Servicer shall, as and when
required pursuant to the related Intercreditor Agreement and Section 3.05(a),
withdraw from the related Junior Loan 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 Servicing Fees,
Special Servicing Fees, Workout Fees and Liquidation Fees and the payment of any
other servicing expenses and fees relating to the subject Junior Loan or any
related REO Property and, further, to pay to the related Junior Loan Holder all
amounts to which each of them is entitled in respect of the subject Junior Loan,
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 related Junior
Loan Holder shall be made in accordance with the related Intercreditor
Agreement.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, each Master Servicer may maintain its Collection
Account and the respective Junior Loan Custodial Accounts to be maintained by it
(if any) 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 deemed to have been made in the same manner as would be the
case if such Collection Account and such respective Junior Loan 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 such Collection Account and such respective Junior Loan Custodial
Accounts were maintained as multiple separate accounts; (iii) such 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 Accounts and Junior Loan
Custodial Accounts, respectively; (iv) such Master Servicer's maintaining such
Collection Account and such respective Junior Loan 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 Junior Loan Holder; and
(v) such single Eligible Account shall be entitled substantially as follows:
"[name of subject Master Servicer], in trust for [name of Trustee], as Trustee
for the benefit of Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, [names of
respective Junior Loan Holders], as their interests may appear,
Collection/Custodial Account".

            (i) Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee 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 Trustee 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 Trustee'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
"[name of Trustee], as Trustee, in trust for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-C5, Distribution Account, Excess Interest Distribution
Account, Interest Reserve Account and Excess Liquidation Proceeds Account".

            Section 3.05 Permitted Withdrawals from the Collection Accounts and
the Distribution Account. (a) Each Master Servicer may, from time to time, make
withdrawals from its Collection Account 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 Trustee for deposit in the Distribution Account
      or the 375 Park Avenue Loan REMIC Distribution Account the amount required
      to be remitted pursuant to the first paragraph of Section 3.04(b) and the
      amount to be applied to make P&I Advances by such Master Servicer pursuant
      to Section 4.03(a);

            (ii) to remit Excess Interest to the Trustee for deposit in the
      Excess Interest Distribution Account pursuant to Section 3.04(c);

            (iii) to pay (x) to such Master Servicer or the holder of Master
      Servicer No. 2's 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), and (y) to any
      Primary Servicer entitled thereto, the related Primary Servicing Fees with
      respect to the Loans (and any related REO Loans) for which such Master
      Servicer is the applicable Master Servicer, and (z) to the applicable
      Special Servicer, any unpaid Special Servicing Fees earned with respect to
      Specially Serviced Loans and REO Loans for which such Special Servicer is
      the applicable Special Servicer, as applicable, such Master Servicer's
      rights, any Primary Servicer's rights and such Special Servicer's rights
      to payment pursuant to this clause (iii) with respect to any Loan, Junior
      Loan or REO Loan, as applicable, being limited to amounts received on or
      in respect of such Loan, or such Junior Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      on or in respect of such REO 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 pay to the applicable Special Servicer unpaid Liquidation
      Fees and Workout Fees in respect of Loans and Junior Loans as to which the
      Master Servicer maintaining the subject Collection Account is the
      applicable Master Servicer (and any related REO Loans), as applicable;

            (v) 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 or the Directing
      Certificateholder of the Class 375 Certificates) made by such party with
      respect to Loans for which such Master Servicer is the applicable Master
      Servicer and any related REO Loans, such Master Servicer's or the
      Trustee's right to receive payment pursuant to this clause (v) 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 Loans and REO Loans with respect to which
      such P&I Advances were made;

            (vi) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances made by such party with respect to any
      Loans and/or Junior Loans for which such Master Servicer is the applicable
      Master Servicer and/or related REO Properties, such Master Servicer's or
      the Trustee's respective rights to receive payment pursuant to this clause
      (vi) with respect to any Loan, Junior Loan or REO Property being limited
      to, as applicable, related payments, Liquidation Proceeds, Insurance and
      Condemnation Proceeds and REO Revenues;

            (vii) subject to Section 3.19(e), to reimburse itself or the
      Trustee, as applicable, for (A) Nonrecoverable Advances incurred by such
      Master Servicer or the Trustee in respect of the Loans and Junior Loans,
      for which such Master Servicer is the applicable Master Servicer (as well
      as any related REO Loans) and to pay to itself or the Trustee, as
      applicable, interest accrued and payable on such reimbursed Nonrecoverable
      Advances, which reimbursement and payment shall be made (subject to
      Section 1.05(a)) out of general collections on the Loans for which such
      Master Servicer is the applicable Master Servicer and any related REO
      Properties first from such amounts that are allocated to the Loan Group to
      which the subject Loan belongs and second from such amounts that are
      allocated to any other Loan Groups 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;

            (viii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance (including any such P&I
      Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant
      to clause (v) above, to pay itself or the Trustee, as applicable, any
      interest accrued and payable thereon in accordance with Section 4.03(d),
      or (b) any unreimbursed Servicing Advances pursuant to clause (vi) above
      or pursuant to Section 3.03(a)(ii), to pay itself or the Trustee, as the
      case may be, any interest accrued and payable thereon in accordance with
      Section 3.03(d);

            (ix) to reimburse itself, the applicable Special Servicer, the
      Depositor or the Trustee, as the case may be, for any unreimbursed
      expenses reasonably incurred by such Person in respect of any Breach or
      Defect relating to a Loan or Junior Loan required to be serviced by such
      Master Servicer and giving rise to a repurchase obligation of any
      Responsible Party under Section 7 of the related Mortgage Loan Purchase
      Agreement or under the Column Performance Guarantee, including, without
      limitation, any expenses arising out of the enforcement of the repurchase
      obligation, each such Person's right to reimbursement pursuant to this
      clause (ix) with respect to any Loan being limited to that portion of the
      Purchase Price paid for such Loan that represents such expense in
      accordance with clause (vi) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the applicable Special Servicer, as the case may be, out of general
      collections on the Loans for which such Master Servicer is the applicable
      Master Servicer and any related REO Properties for any unreimbursed
      expense reasonably incurred by such Person relating to a Loan required to
      be serviced by such Master Servicer in connection with the enforcement of
      any Responsible Party's obligations under Section 7 of the related
      Mortgage Loan Purchase Agreement or under the Column Performance
      Guarantee, but only to the extent that such expenses are not reimbursable
      pursuant to clause (ix) above or otherwise;

            (xi) to pay itself, as additional servicing compensation all amounts
      specified in the fifth and sixth paragraphs of Section 3.11(a); and to pay
      the applicable Special Servicer, as additional servicing compensation all
      amounts specified in the second and last paragraphs of Section 3.11(b);

            (xii) if and to the extent allocable to the related Servicing Group
      and/or any related Junior Loans and REO Loans, to pay itself, the
      applicable Special Servicer, the Depositor or any of their respective
      Affiliates, shareholders, directors, officers, members, managers,
      employees and agents and various other related Persons, as the case may
      be, any amounts payable to any such Person pursuant to Sections 6.03(a) or
      6.03(b);

            (xiii) to pay for the cost of any Opinion of Counsel contemplated by
      Sections 10.01(a) or 10.01(c) in connection with an amendment to this
      Agreement requested by the Trustee or such Master Servicer, which
      amendment is in furtherance of the rights and interests of
      Certificateholders; and, if and to the extent allocable to the related
      Servicing Group and/or any related Junior Loans and REO Loans to pay for
      (x) the cost of obtaining the REO Extension contemplated by Section
      3.16(a) and (y) the fees of the Trustee or the applicable Master Servicer
      for confirming a Special Servicer's determination of Fair Value of a
      Defaulted Loan;

            (xiv) to pay out of general collections on the Loans for which such
      Master Servicer is the applicable Master Servicer and any related REO
      Properties any and all federal, state and local taxes imposed on any Trust
      REMIC created hereunder or any of its assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Master Servicers, the Special Servicers or the Trustee is liable therefor;

            (xv) to reimburse such Master Servicer and the applicable Special
      Servicer out of general collections on the Loans for which such Master
      Servicer is the applicable Master Servicer and any related REO Properties
      for expenses incurred by and reimbursable to them by the Trust Fund (which
      expenses are not otherwise reimbursable pursuant to any other clause of
      this Section 3.05(a) or pursuant to Section 3.05(b));

            (xvi) to pay such Master Servicer the applicable Special Servicer,
      the Directing Certificateholder, any Junior Loan Holder or any Responsible
      Party, as the case may be, with respect to each Loan and Junior Loan, if
      any, previously purchased or replaced by such Person pursuant to this
      Agreement or the related Intercreditor Agreement (in each case, if such
      Master Servicer was the applicable Master Servicer), all amounts received
      thereon subsequent to the date of purchase or replacement, including, in
      the case of a Responsible Party, all amounts received thereon to which
      such Responsible Party is entitled under Section 2.03(b);

            (xvii) to reimburse the applicable Special Servicer for the cost of
      any environmental testing performed at such Special Servicer's direction
      pursuant to Section 3.09 with respect to any Mortgaged Property or REO
      Property relating to any Loan or Junior Loan for which such Master
      Servicer is the applicable Master Servicer;

            (xviii) to transfer the Excess Liquidation Proceeds on deposit in
      such Collection Account to the Trustee for deposit in the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(d);

            (xix) Reserved;

            (xx) to transfer to the related Junior Loan Custodial Account all
      amounts payable to the related CBA B Loan Holder in respect of any CBA B
      Loan being serviced hereunder or in respect of any related REO Loan,
      pursuant to the related CBA Intercreditor Agreement;

            (xxi) to make any payments, in addition to normal remittances, owing
      by the Trust Fund to any Junior Loan Holder under the related
      Intercreditor Agreement;

            (xxii) to recoup any amounts deposited in such Collection Account in
      error; and

            (xxiii) to clear and terminate such Collection Account at the
      termination of this Agreement pursuant to Section 9.01; and

provided, however, that, in the case of each CBA A/B Loan Pair:

                  (A) to the maximum extent permitted by the related CBA
            Intercreditor Agreement, Special Servicing Fees, Workout Fees,
            Liquidation Fees, Advances, interest on Advances and all other
            servicing costs and expenses relating to such CBA A/B Loan Pair 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 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 Loan with respect thereto (other than related Nonrecoverable
            Servicing Advances or Workout-Delayed Reimbursement Amounts made or
            paid hereunder and interest thereon) shall be paid or reimbursed, as
            applicable, out of any payments or other collections on the Loans
            and/or any successor REO Loans with respect thereto (exclusive of
            the related CBA A Loan or any successor REO Loan with respect
            thereto); and

                  (C) no fees, costs or expenses allocable to the Loans, any
            successor REO Loans with respect thereto or any particular such Loan
            or REO Loan (exclusive of the related CBA A Loan or any successor
            REO 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 Loan with respect
            thereto; and

provided further, however, that in the case of any Junior Loan (to the extent
not inconsistent with the preceding proviso):

                  (A) the applicable Master Servicer shall be entitled to make
            transfers from time to time, from the related Junior Loan Custodial
            Account to the applicable Collection Account, of amounts necessary
            for the payments and/or reimbursements of amounts described above in
            this Section 3.05(a), including the foregoing proviso, but only
            insofar as the payment or reimbursement described therein arises
            from or is related solely to the subject CBA A/B Loan Pair, as
            applicable, or is allocable to the subject CBA A/B Loan Pair, 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 such Master Servicer shall also be
            entitled to make transfers from time to time, from the related
            Junior Loan Custodial Account to the applicable Collection Account,
            of amounts transferred to such related Junior Loan Custodial Account
            in error, and amounts necessary for the clearing and termination of
            the related Junior Loan Custodial Account pursuant to Section 9.01;

                  (B) the applicable 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 Junior Loan 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 Serviced Loan Combination
shall be allocated in accordance with the corresponding Intercreditor
Agreement(s).

            If a Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Junior Loan, then such Master Servicer shall, if funds on deposit in such Junior
Loan 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)) such Master Servicer shall be entitled to make such
payment or reimbursement from the applicable Collection Account. The applicable
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 or collections on the
related CBA A/B Loan Pair that would otherwise be payable to the related Junior
Loan Holder), to the extent that any amounts were previously taken by such
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
Holder) shall be deposited into such Master Servicer's Collection Account and
shall not be deposited into the related Junior Loan Custodial Account.

            Subject to the provisions of Section 3.03(c), each Master Servicer
shall pay to the applicable Special Servicer from such Master Servicer's
Collection Account on each Master Servicer Remittance Date amounts permitted to
be paid to such Special Servicer therefrom based upon an Officer's Certificate
received from such Special Servicer on the first Business Day following the
immediately preceding Determination Date describing the item and amount to which
such Special Servicer is entitled. Each Master Servicer may conclusively rely on
any such certificate and shall have no duty to re-calculate the amounts stated
therein. Each Special Servicer shall keep and maintain separate accounting for
each Specially Serviced 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 applicable Master Servicer shall keep and maintain separate
accounting records, on a loan-by-loan and property-by-property basis when
appropriate, for the purpose of justifying any withdrawal from each Collection
Account and Junior Loan Custodial Account. Any amounts withdrawn from the
Collection Account pursuant to clauses (ii), (iii) and (v) through (xxiii) above
that are (A) specific to the 375 Park Avenue Loan REMIC shall be allocated by
the Trustee to the 375 Park Avenue Loan REMIC, (B) specific to the Mortgage
Loans other than the 375 Park Avenue Loan REMIC shall be allocated by the
Trustee to the Lower-Tier REMIC, and (C) not specific to a particular Mortgage
Loan shall be allocated by the Trustee between the 375 Park Avenue Loan REMIC
and the Lower-Tier REMIC in proportion to the Stated Principal Balances of their
related Mortgage Loans.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Distribution Account or the 375 Park Avenue Loan REMIC
Distribution Account for any of the following purposes:

            (i) to make distributions on the 375 Park Avenue Loan REMIC Regular
      Interests and the 375 Park Avenue Loan REMIC Residual Interest in
      accordance with Sections 3.33(a) and (g), on the Uncertificated Lower-Tier
      Interests and the Class R Certificates in respect of the residual interest
      in the Lower-Tier REMIC in accordance with Sections 4.01(a) and (b), and
      to Certificateholders (other than the Class V Certificateholders) on each
      Distribution Date pursuant to Sections 4.01(a) and (b) or Section 9.01, as
      applicable;

            (ii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iii) to pay (A) to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.26, 3.30(o), 6.03(a), 6.03(b), 8.05(a) or 8.05(b), and (B) to the Person
      entitled thereto any amounts that would have been paid out of general
      collections on deposit in a Collection Account pursuant to any of clauses
      (ix), (x), (xii), (xiii), (xiv) and (xv) of Section 3.05(a) if those
      general collections had been sufficient;

            (iv) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (v) subject to Section 3.19(e), to reimburse and pay to itself and,
      pro rata based on entitlement, the Master Servicers, in that order, for
      outstanding and unreimbursed Nonrecoverable Advances and accrued and
      unpaid interest thereon (consistent with Section 1.05(a));

            (vi) Reserved;

            (vii) to clear and terminate the Distribution Account and the 375
      Park Avenue Loan REMIC Distribution Account at the termination of this
      Agreement pursuant to Section 9.01;

            (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a); and

            (ix) to recoup any amounts deposited in the Distribution Account in
      error.

            (c) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the respective Collection Accounts and
the Distribution Accounts are not sufficient to pay the full amount of the
Master Servicing Fees listed in Section 3.05(a)(ii) and the Trustee Fee listed
in Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Master Servicing Fees payable under Section 3.05(a)(ii) and (ii)
if amounts on deposit in the respective Collection Accounts are not sufficient
to reimburse the full amount of Advances listed in Sections 3.05(a)(v), (vi) and
(vii), then reimbursements shall be paid first to the Trustee, and then to the
applicable Master Servicer.

            Section 3.06 Investment of Funds in the Collection Accounts, Junior
Loan Custodial Accounts, Servicing Accounts, Cash Collateral Accounts, Lock-Box
Accounts, REO Accounts, Distribution Account, Interest Reserve Account and
Excess Liquidation Proceeds Account. (a) (i) Each Master Servicer may direct any
depository institution maintaining for such Master Servicer a Collection
Account, a Junior Loan 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) a Special Servicer may direct any depository institution
maintaining for such Special Servicer an REO Account and (iii) the Trustee may
direct (pursuant to a standing order or otherwise) any depository institution
maintaining the Distribution Account, the 375 Park Avenue Loan REMIC
Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account (any of the foregoing accounts listed in this clause (iii) for
purposes of this Section 3.06, a "Trustee Account"; and any of the Master
Servicer Accounts, REO Accounts and Trustee Accounts for purposes of this
Section 3.06, an "Investment Account"), to invest (or if such depository
institution is such Master Servicer, such Special Servicer or the Trustee, 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 applicable Master
Servicer or Special Servicer, as applicable, on behalf of the Trustee or in the
name of the Trustee (in its capacity as such).

            The applicable Master Servicer (in the case of any Master Servicer
Account) or the applicable Special Servicer (in the case of an REO Account), on
behalf of the Trustee, or the Trustee in its capacity as such (in the case of
any Trustee Account) shall 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
applicable Master Servicer (in the case of a Permitted Investment of funds on
deposit in any Master Servicer Account) or the applicable Special Servicer (in
the case of a Permitted Investment of funds on deposit in an REO Account) 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 applicable Master Servicer (in the case of any Master
Servicer Account), the applicable Special Servicer (in the case of an REO
Account) or the Trustee (in the case of any Trustee 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 applicable Master Servicer, the applicable Special
      Servicer or the Trustee, as the case may be, that such Permitted
      Investment would not constitute a Permitted Investment in respect of funds
      thereafter on deposit in the subject 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 period from any
Distribution Date to the immediately succeeding Master Servicer Remittance Date
shall be for the sole and exclusive benefit of the applicable 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, 3.04 or 3.05, as the case may be. Interest and investment income realized
on funds deposited in an REO Account, to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from any
Distribution Date to the immediately succeeding Master Servicer Remittance Date,
shall be for the sole and exclusive benefit of the related Special Servicer, but
shall be subject to withdrawal in accordance with Section 3.16(c). Interest and
investment income realized on funds and deposited in each of the Trustee
Accounts, to the extent of the Net Investment Earnings, if any, with respect to
such account for each period from any Distribution Date to the immediately
succeeding Master Servicer Remittance Date, shall be for the sole and exclusive
benefit of the Trustee and shall be subject to its withdrawal in accordance with
Section 3.05(a), 3.04(d) or 3.28(b), as the case may be. If any loss shall be
incurred in respect of any Permitted Investment directed to be made by a Master
Servicer, a Special Servicer or the Trustee, as applicable, in connection with
funds on deposit in any of the Master Servicer Accounts (in the case of a Master
Servicer), any of the REO Accounts (in the case of a Special Servicer) or any of
the Trustee Accounts (in the case of the Trustee) maintained by such Master
Servicer, such Special Servicer or the Trustee, then such Master Servicer, such
Special Servicer or the Trustee, as applicable, shall deposit therein, no later
than the next succeeding Master Servicer Remittance Date (or, in the case of the
Trustee and the Trustee Accounts (exclusive of the Excess Liquidation Proceeds
Distribution Account), no later than the next succeeding 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 immediately
preceding Distribution Date (or, in the case of the Trustee and the Trustee
Accounts (exclusive of the Excess Liquidation Proceeds Distribution Account),
from and including the first Business Day following the immediately preceding
Distribution Date) to and including such Master Servicer Remittance Date (or, in
the case of the Trustee and the Trustee Accounts (exclusive of the Excess
Liquidation Proceeds Distribution Account), to and including the subject
Distribution Date) provided, that neither the Master Servicer nor the Special
Servicer, nor the Trustee shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company (i) satisfied the qualifications set forth in the
definition of Eligible Account in the month in which the loss occurred and at
the time such investment was made and (ii) is neither the party required to
maintain such account nor an Affiliate thereof.

            (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.

            (d) Notwithstanding the investment of funds held in a Collection
Account or the Distribution 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) The applicable Master Servicer shall use its
reasonable efforts, consistent with the Servicing Standard, to cause the related
Borrower to maintain, for each Loan or Serviced Loan Combination any and all
Insurance Policy coverage as is required under the related Loan Documents (and,
if the related Borrower fails to do so, the applicable Master Servicer, unless
it determines any required Servicing Advance would constitute a Nonrecoverable
Advance, shall itself maintain such Insurance Policy coverage for each Loan and
Serviced Loan Combination (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 such Master Servicer in accordance with the Servicing Standard);
provided, however, 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 applicable Master Servicer or the
applicable Special Servicer, as the case may be, shall impose such insurance
requirements as are consistent with the Servicing Standard. As to each Loan and
Serviced Loan Combination, the applicable Master Servicer shall use its
reasonable efforts to cause the related Borrower to maintain, and if the related
Borrower does not so maintain, the applicable Master Servicer shall maintain,
all-risk casualty insurance which does not contain any carve-out (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 Loan Documents; provided, however, that
the applicable Master Servicer will not be obligated to require any Borrower to
obtain or maintain insurance in excess of the amounts of coverage and
deductibles required by the related Loan Documents or by the related Mortgage
Loan Seller immediately prior to the Closing Date, unless such Master Servicer
determines, in accordance with the Servicing Standard, that the insurance
required immediately prior to the Closing Date (if less than what is required by
the related Loan Documents) would not be commercially reasonable for property of
the same type, size and/or location as the related Mortgaged Property and the
applicable Special Servicer, with the consent of the Directing Certificateholder
(which consent shall be obtained by the applicable Special Servicer), approves
such determination provided, that the applicable Special Servicer will not
follow any such direction, or refrain from acting based upon the lack of any
such direction, of the Directing Certificateholder, if following any such
direction of the Directing Certificateholder or refraining from taking such
action based upon the lack of any such direction of the Directing
Certificateholder would violate the Servicing Standard. Notwithstanding the
foregoing, the applicable Master Servicer shall not be required to call a
default under a Loan or Serviced Loan Combination if the related Borrower fails
to maintain such insurance, and such Master Servicer shall not be required to
maintain such insurance, if, in each case, the applicable Special Servicer has
determined subject to the Directing Certificateholder's approval and 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 such Mortgaged Property is
located or (b) such insurance is not available at any rate; and provided,
further, that the applicable Master Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to enforce any express provisions in the
related Loan Documents relating to insurance against loss or damage resulting
from terrorist or similar acts. Subject to Section 3.17(a), the applicable
Special Servicer shall maintain for each REO Property acquired in respect of a
Loan or Serviced Loan Combination no less Insurance Policy coverage than was
previously required of the Borrower under the related Loan Documents or, at such
Special Servicer's election, with the Directing Certificateholder's consent
(which consent shall be obtained by the applicable Special Servicer), 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 applicable Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Loans and Serviced
Loan Combinations) or the applicable 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 Loan or Serviced Loan Combination, as
applicable, 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 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, (provided
that such insurance carrier is authorized under applicable law to issue such
Insurance Policies). Any amounts collected by a 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 Loan) shall be
deposited in the Collection Account maintained by the applicable Master
Servicer, subject to withdrawal pursuant to Section 3.05(a).

            Any costs incurred by the applicable Master Servicer in maintaining
any such Insurance Policies in respect of Loans and Serviced Loan Combinations
if the Borrower defaults on its obligation to maintain such Insurance Policies
shall be advanced by such 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
Loan, notwithstanding that the terms of such Loan so permit. Any cost incurred
by the applicable Special Servicer in maintaining any such Insurance Policies
with respect to REO Properties shall be an expense of the Trust Fund payable out
of such Special Servicer's REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, advanced by the applicable
Master Servicer as a Servicing Advance.

            If a 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 Loans and Junior Loans or related REO Properties, as
the case may be, required to be serviced and administered by such Master
Servicer or Special Servicer hereunder, and such Insurance Policy provides
protection equivalent to the individual policies otherwise required, then such
Master Servicer or such 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 Insurance Policy, the applicable Master Servicer or the
applicable Special Servicer shall promptly deposit into the Collection Account
maintained by the applicable Master Servicer from such Master Servicer's or such
Special Servicer's 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. In
connection with its activities as administrator and servicer of the Loans and
Junior Loans for which it is the applicable Master Servicer, each Master
Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders and, in case of a Serviced Loan Combination, the related
Junior Loan Holder(s), if any, claims under any such blanket Insurance Policy in
a timely fashion in accordance with the terms of such policy. Each Special
Servicer, to the extent consistent with the Servicing Standard, may maintain
earthquake insurance on REO Properties for which it is the applicable Special
Servicer, provided coverage is available at commercially reasonable rates.

            (b) If a Master Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming such Master Servicer or such Special Servicer, as the
case may be, as the loss payee, then to the extent such Insurance Policy
provides protection equivalent to the individual policies otherwise required,
such Master Servicer or Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause such insurance to be maintained on the related
Mortgaged Properties. If a 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 or REO Property (i.e., other than any
minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by the applicable
Master Servicer as a Servicing Advance. Such master single interest Insurance
Policy may contain a deductible clause, in which case the applicable Master
Servicer or the applicable Special Servicer, as the case may be, 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
maintained by the applicable Master Servicer from such Master Servicer's or such
Special Servicer's 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 Loan or Serviced Loan Combination, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.

            (c) Each of the Master Servicers and Special Servicers 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 Loans and/or
Junior Loans ("Master Servicer Employees," in the case of a Master Servicer, and
"Special Servicer Employees," in the case of a Special Servicer). Any such
Fidelity Bond and errors and omissions insurance shall protect and insure such
Master Servicer or such Special Servicer, as applicable, 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 such Master Servicer's Master Servicer Employees or such Special
Servicer's Special Servicer Employees, as applicable. The errors and omissions
policy of a Master Servicer or Special Servicer, as applicable, shall also
protect and insure such Master Servicer or such Special Servicer, as applicable,
against losses in connection with the release or satisfaction of a Loan or
Serviced Loan Combination 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 any
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 applicable Master Servicer or applicable Special
Servicer 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 a Master Servicer or Special Servicer (or its immediate or remote parent) is
rated at least "A" by S&P and Fitch, such Master Servicer or such Special
Servicer, respectively, shall be allowed to provide self-insurance with respect
to a Fidelity Bond and such errors and omissions policy. Coverage of a Master
Servicer or a Special Servicer under a policy or bond obtained by an Affiliate
of such Master Servicer or such Special Servicer and providing the coverage
required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c).

            Each of the Special Servicers and Master Servicers shall promptly
report in writing to the Trustee any material changes that may occur in its
respective Fidelity Bonds, if any, and/or its 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 Loans or Serviced Loan Combinations 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 applicable Master
Servicer to continue to require the related Borrower to maintain earthquake
insurance, the applicable Master Servicer shall require the related Borrower to
maintain such insurance in the amount, in the case of clause (i), required by
the related Loan or Serviced Loan Combination 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.

            (e) Each Master Servicer and each 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 relating to a Loan or Serviced Loan Combination for which
it is the applicable Master Servicer or the applicable Special Servicer, as the
case may be, 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) securing a Loan or Serviced Loan Combination shall be in a
federally designated special flood hazard area (if flood insurance has been made
available), or if the applicable Master Servicer becomes aware, in performing
its duties under this Agreement, that such a Mortgaged Property becomes located
in such area by virtue of remapping conducted by the Federal Emergency
Management Agency, then the applicable Master Servicer will use its reasonable
efforts to cause the related Borrower (in accordance with applicable law and the
terms of the related Loan Documents) to maintain, and, if the related Borrower
shall default in any such obligation to so maintain, the applicable Master
Servicer shall itself maintain, to the extent available at commercially
reasonable rates (as determined by such Master Servicer in accordance with the
Servicing Standard) and the Trustee as mortgagee has an insurable interest in
the subject Mortgaged Property, flood insurance in respect thereof, but only to
the extent the related Loan or Serviced Loan Combination permits 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 Loan or Serviced Loan
Combination, (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended, and (iii) the amount required
by the related Loan Documents. If the cost of any insurance described above is
not borne by the Borrower, the applicable 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 acquired in respect of
a Loan or Serviced Loan Combination is located in a federally designated special
flood hazard area, the applicable Special Servicer shall cause to be maintained,
to the extent available at commercially reasonable rates (as determined by such
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 Loan or Serviced Loan Combination, (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended, and (iii) the amount required by the related
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, paid by the applicable Master Servicer as a Servicing
Advance.

            (h) The applicable Master Servicer shall, to the extent permitted by
the related Loan Documents, require that each policy of business income
insurance maintained by a Borrower under any Loan have a minimum term of at
least 12 months.

            (i) Within 45 days after the Closing Date, the applicable Master
Servicer shall notify each Environmental Insurer under any Environmental
Insurance Policy relating to a Loan or Serviced Combination Loan for which such
Master Servicer is the applicable Master Servicer that (A) both such Master
Servicer and the applicable Special Servicer shall be sent notices under such
Environmental Insurance Policy and (B) the Trustee, on behalf of the Trust,
shall be the loss payee under such Environmental Insurance Policy. The
applicable Master Servicer and the applicable Special Servicer shall abide by
the terms and conditions precedent to payment of claims under such 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 that the applicable 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 Loan or Serviced
Combination Loan covered thereby, such 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 Standards 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 applicable Master
Servicer and shall be reimbursable to it as a Servicing Advance.

            In the event that the applicable Master Servicer receives notice of
any termination of any Environmental Insurance Policy that relates to one or
more of the Loans or Serviced Combination Loans, such Master Servicer shall,
within three Business Days after receipt of such notice, notify the applicable
Special Servicer, the Directing Certificateholder, the Rating Agencies and the
Trustee of such termination in writing. Upon receipt of such notice, the
applicable Master Servicer or the applicable 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 Loan
Documents.

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions. (a) As
to each Loan or Serviced Loan Combination which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

            (i) provides that such Loan or Serviced Loan Combination shall (or
      may at the mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property or the
      related Borrower, or

            (ii) provides that such Loan or Serviced Loan Combination may not be
      assumed without the consent of the mortgagee in connection with any such
      sale or other transfer,

the applicable Master Servicer shall (for any Loan that is not a Specially
Serviced Loan) provide notice to the applicable Special Servicer of any request
for a waiver thereof, and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall enforce such due-on-sale clause,
unless such Master Servicer or such Special Servicer, as applicable, determines,
in accordance with the Servicing Standard, and subject to Section 3.08(d) and
either Section 3.21(e) or Section 3.32, as applicable, that (1) not declaring an
Event of Default (as defined in the related Mortgage) or (2) granting such
consent 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, if any, are met), on a net present value basis (discounting at the
related Mortgage Rate), than would enforcement of such clause or the failure to
grant such consent. If the applicable Master Servicer or the applicable Special
Servicer, as applicable, determines that (1) not declaring an Event of Default
(as defined in the related Mortgage) or (2) granting such consent 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, if any, are
met), the applicable Master Servicer or the applicable Special Servicer, as the
case may be, 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 and (y) with respect to any Loan which is a
Significant Loan, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall have received written confirmation from each
of the Rating Agencies 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. The applicable Master Servicer or the applicable
Special Servicer, as the case may be, 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.

            (b) None of the Master Servicers or Special Servicers 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). Neither the consent of the applicable Master
Servicer nor the consent of the applicable 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 Loan or Serviced Loan Combination (and each
Rating Agency has been notified of such event of default), if such consent is
not required in the related mezzanine intercreditor agreement, and the related
mezzanine lender complies with the applicable conditions set forth in the
related intercreditor agreement.

            (c) As to each Loan or Serviced Loan Combination which contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:

            (i) provides that such Loan or Serviced Loan Combination shall (or,
      at the mortgagee's option, may) become due and payable upon the creation
      of any additional lien or other encumbrance on the related Mortgaged
      Property or interests in the related Borrower, or

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

the applicable Master Servicer shall provide notice to the applicable Special
Servicer of any request for a waiver thereof, and the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall enforce such
due-on-encumbrance clause and in connection therewith shall (i) accelerate
payments thereon or (ii) withhold its consent to such lien or encumbrance unless
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, (x) determines, in accordance with the Servicing Standard, and subject
to Section 3.08(d) and either Section 3.21(e) or 3.32, as applicable, that (1)
not accelerating payments on such Loan or (2) granting such consent would result
in a greater recovery (or an equal recovery, provided the other conditions for a
waiver of a due-on-encumbrance clause, if any, are met) on a net present value
basis (discounting at the related Mortgage Rate) than would enforcement of such
clause or the failure to grant such consent and (y) with respect to any Loan
that is (1) a Significant Loan or (2) together with the proposed subordinate
debt would have a combined debt service coverage ratio of less than 1.20x or a
combined loan-to-value ratio of 85% or greater, has received written
confirmation from each of the Rating Agencies to the effect that (1) not
accelerating such payments or (2) granting such consent would not, in and of
itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. To the extent permitted by
the Loan Documents, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, will use reasonable efforts to cause the Borrower
to pay the costs associated with such Rating Agency confirmation, otherwise it
is considered a Trust Fund expense.

            (d) Notwithstanding subsections (a) and (c) above, in no event shall
the applicable Master Servicer waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Loan or Serviced Loan
Combination unless (i) the applicable Master Servicer shall have notified the
applicable Special Servicer of such waiver, (ii) the applicable Master Servicer
shall have submitted the applicable Master Servicer's written recommendation and
analysis to the applicable Special Servicer, (iii) the applicable Master
Servicer shall have submitted to the applicable Special Servicer the documents
within the possession of the applicable Master Servicer that are reasonably
requested by the applicable Special Servicer, (iv) the applicable Special
Servicer shall have approved such waiver (which approval shall be deemed granted
if not denied within 15 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request), notified the Directing
Certificateholder of the request for the waiver and of its own approval and
submitted to the Directing Certificateholder each of the documents submitted to
the applicable Special Servicer by the applicable Master Servicer and (v) the
Directing Certificateholder shall have informed the applicable Special Servicer
that it has approved (such approval subject to the last paragraph of Section
3.21(e) or the penultimate paragraph of Section 3.32(b), as applicable), such
waiver; provided, however, that the applicable Special Servicer shall advise the
Directing Certificateholder of its approval (if any) of such waiver promptly
(but in no case to exceed 10 Business Days) following its receipt of such
notice, recommendations, analysis, and reasonably requested documents from the
applicable Master Servicer; and, provided, further, that, if the Directing
Certificateholder does not reject such recommendation within five Business Days
of its receipt of the applicable Special Servicer's recommendation and any
additional documents and information that the Directing Certificateholder may
reasonably request, then the waiver shall be deemed approved.

            Notwithstanding the foregoing provisions, and regardless of whether
a particular Co-op Loan in Servicing Group B contains specific provisions
regarding the incurrence of subordinate debt, or prohibits the incurrence of
subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, Master Servicer No. 2 may, nevertheless, in accordance with
the Servicing Standard, without the need to obtain any consent hereunder (and
without the need to obtain a ratings confirmation), permit the related Borrower
to incur subordinate debt if the NCB Subordinate Debt Conditions have been met
(as certified in writing to the Trustee and the Directing Certificateholder by
Master Servicer No. 2 no later than five Business Days prior to the making of
the subject subordinate loan without right of reimbursement from the Trust)
which certification shall include notice of the circumstances of the waiver,
including information necessary for the Directing Certificateholder to determine
whether the NCB Subordinate Debt Conditions have been satisfied); provided that,
subject to the related Loan Documents and applicable law, Master Servicer No. 2
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, in accordance with any related "due-on-encumbrance" clause under
any Co-op Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust; and
provided, further, that this paragraph only applies to Co-op Loans that are in
Servicing Group B.

            (e) 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 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.

            (f) Except as otherwise permitted by Section 3.20, no Master
Servicer or Special Servicer shall agree to modify, waive or amend any term of
any Loan or Serviced Loan Combination in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08.

            (g) Notwithstanding any other provisions of this Section 3.08, the
applicable Master Servicer may 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 purpose and may
consent to subordination of the related Loan to such easement, right-of-way or
similar agreement, provided that such 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 and adversely affect the value of such
Mortgaged Property and (ii) that no Trust REMIC 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 any Trust REMIC as a
result thereof, provided, further, that such Master Servicer shall cause the
Borrower to pay the costs (including attorneys' fees and expenses) associated
with the determination described in clause (ii).

            (h) With respect to any Loan or Junior Loan that permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Loan"), to the
extent permitted under the related Loan Documents:

            (i) The applicable Master Servicer shall effect such defeasance only
      through the purchase of non-callable government securities satisfying the
      REMIC Provisions ("Defeasance Collateral"), which purchase shall be made
      in accordance with the terms of such Defeasance Loan (except that such
      Master Servicer is authorized to accept Defeasance Collateral meeting the
      foregoing requirements in spite of more restrictive requirements of the
      related Loan Documents); provided, however, that such 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 Loan or Junior Loan permits the assumption of the
      obligations of the related Borrower by a successor Borrower, the
      applicable Master Servicer shall cause the Borrower or such successor
      Borrower to pay all expenses incurred in connection with the establishment
      of a successor Borrower that shall be a Single-Purpose Entity and to cause
      an assumption by such successor Borrower of the defeased obligations under
      the related Note. At Borrower's expense, such Master Servicer shall be
      permitted to establish a single Single-Purpose Entity to assume the
      defeased obligations under all of the Loan(s) and/or Junior Loan(s) that
      will be defeased.

            (iii) The applicable 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 limitations) and that the
      Trustee has a first priority security interest in the Defeasance
      Collateral.

            (iv) The applicable 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 or such Mortgaged Property relates to (1) any Loan that
      represents one of the 10 largest Loans (which for purposes of this clause
      (v) shall include groups of Crossed Loans and groups of 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 Loans at such time, the
      applicable Master Servicer, at the expense of the related Borrower, shall
      obtain 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 Loan that is not a Loan covered by clause (1) or (2),
      the applicable Master Servicer shall be required to obtain confirmation
      from S&P unless the applicable Master Servicer delivers to S&P a notice in
      the form attached hereto as Exhibit P and (Y) with respect to Fitch, if
      such defeasance or partial defeasance or such Mortgaged Property relates
      to any Loan that represents one of the 10 largest Loans of all Loans at
      such time, the applicable Master Servicer shall obtain, at the expense of
      the related Borrower, written confirmation from Fitch 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) Subject to the related Loan Documents, neither the applicable
      Master Servicer nor the applicable Special Servicer shall permit the
      release of any Mortgaged Property through defeasance unless the related
      Borrower establishes to the satisfaction of such Master Servicer or such
      Special Servicer, as the case may be, 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, the applicable 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 any Trust REMIC 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 or any Trust REMIC under the REMIC Provisions.

            (viii) Neither the applicable Master Servicer nor the applicable
      Special Servicer shall permit a partial defeasance with respect to any
      Loan or Junior Loan unless the value of the Defeasance Collateral is at
      least the amount required pursuant to the related Loan Documents with
      respect to such partial defeasance.

To the extent not prohibited under the related Loan Documents, any costs to the
applicable Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(h), or obtaining the
Rating Agency confirmations required by this Section 3.08(h), shall be borne by
the related Borrower as a condition to such Master Servicer's obligation to
effect the defeasance of the related Loan or Junior Loan or advanced as a
Servicing Advance by such Master Servicer, and otherwise shall be a Trust Fund
expense. The applicable Master Servicer shall deliver all documents relating to
the defeasance of any Loan to the Trustee for inclusion in the related Mortgage
File.

            (i) With respect to any Loan or Serviced Loan Combination that
permits the related Borrower to incur subordinate indebtedness secured by the
related Mortgaged Property or by interests in the related Borrower, except for
Co-op Loans as to which the NCB Subordinate Debt Conditions are satisfied, the
applicable Master Servicer or the applicable Special Servicer shall enforce the
rights of the lender, if any, under the Loan Documents to require such Borrower
to require the lender of such subordinate indebtedness to enter into a
subordination and standstill agreement with the lender. The applicable Master
Servicer or Special Servicer, as appropriate, shall process such documentation.

            (j) With respect to any Loan, subject to the related Loan Documents,
neither the applicable Master Servicer nor the applicable 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 Loan as of the Closing Date without receipt of
(i) an Opinion of Counsel, at the expense of the Borrower, to the effect that
the substitution will not cause such Loan to fail to qualify as a "qualified
mortgage" as defined under Section 860G(a)(3) of the Code while such Loan is
owned by a Trust REMIC and (ii) with respect to any Loan that, individually or
together with all other Loans, if any, that are in the same Crossed Group as
such Loan, is one of the 10 largest Loans by Stated Principal Balance of all
Loans at such time, confirmation from S&P and Fitch that such substitution of
any real property, any rights with respect to real property, or any other
property interest whatsoever for the Mortgaged Property securing such Loan will
not cause a withdrawal, downgrade or qualification of the then-current ratings
of the Certificates.

            Section 3.09 Realization Upon Defaulted Loans. (a) Each 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 Loans and/or Junior
Loans for which it is the applicable Special Servicer 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 applicable Master
Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the applicable 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, in the case of any Serviced
Loan Combination and/or Junior Loan Holder(s), as applicable), taken as a
collective whole, after reimbursement to the applicable Master Servicer for such
Servicing Advance and interest thereon and such Master Servicer has determined
that such Servicing Advance together with accrued and unpaid interest thereon
will be recoverable by such Master Servicer out of the proceeds of liquidation
of such Mortgaged Property, as contemplated in Section 3.05(a). The applicable
Master Servicer shall, subject to Section 3.03(c), make Servicing Advances to
cover all costs and expenses incurred by the applicable Special Servicer in any
such proceedings, provided that, in each case, such cost or expense would not,
if incurred, constitute a Nonrecoverable Servicing Advance. The applicable
Master Servicer may pay out of such Master Servicer's Collection Account as an
expense of the Trust Fund costs or expenses that would otherwise be determined
to be a Nonrecoverable Servicing Advance as and to the extent provided in the
next to last paragraph of Section 3.03(c).

            Nothing contained in this Section 3.09 shall be construed to require
the applicable Special Servicer, on behalf of the Trust Fund, 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 such Special
Servicer in its reasonable judgment taking into account, as applicable, among
other factors, the period and amount of any delinquency on the affected Loan or
Serviced Loan Combination, the occupancy level and physical condition of the
related Mortgaged 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 applicable Special Servicer deems it necessary and prudent for
purposes of establishing the fair market value of any Mortgaged Property
securing a Specially Serviced Loan, whether for purposes of bidding at
foreclosure or otherwise, such Special Servicer is authorized to have an
Appraisal performed with respect to such property, the cost of which Appraisal
shall be paid by the applicable Master Servicer as a Servicing Advance.

            (b) The applicable 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 applicable
      Special Servicer; or

            (ii) the applicable 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 any Trust REMIC under the REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any
      time that any 375 Park Avenue Loan REMIC Regular Interest Uncertificated
      Lower-Tier Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the applicable 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, with respect to
any Serviced Loan Combination, the related Junior Loan Holder(s), 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) such 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/or the
existence of an 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 in 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 applicable Master
Servicer as a Servicing Advance. If any such Environmental Assessment so
warrants, the applicable Special Servicer shall, at the expense of the Trust
Fund, 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 Specially Serviced 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 Section 6 of the related Mortgage Loan Purchase Agreement
for which the related Mortgage Loan Seller or other Responsible Party could be
required to repurchase such Defaulted Loan pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or pursuant to the Column Performance
Guarantee, then the applicable Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (and in the case of
any Serviced Loan Combination, of the related Junior Loan Holder(s)), taken 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 applicable Special Servicer shall provide or make available
electronically written reports and a copy of any Environmental Assessments to
the Trustee, the applicable Master Servicer, the Directing Certificateholder,
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) and, with respect to any Serviced Loan Combination, if such
Environmental Assessment relates to such Serviced Loan Combination, to each
related Junior Loan Holder (at the expense of the Junior Loan Holder, to the
extent permitted by the relevant Intercreditor Agreement), as applicable,
monthly regarding any actions taken by such Special Servicer with respect to any
Mortgaged Property securing a Specially Serviced 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 or replacement of the related
Loan by the related Responsible Party or release of the lien of the related
Mortgage on such Mortgaged Property. 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 applicable 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 interest 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. Annually in each January, the applicable Special Servicer shall
provide the applicable Master Servicer with all information or reports necessary
to enable the applicable 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 such Master Servicer's request therefor). The applicable
Master Servicer shall deliver a copy of any such report to the Trustee and the
applicable Special Servicer.

            (g) The applicable 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 is located and the terms of the subject Loan permit such
an action.

            (h) The applicable Special Servicer shall maintain accurate records,
prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a 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 applicable Master Servicer and if related to a Serviced Loan
Combination, to each related Junior Loan Holder no later than the next
succeeding P&I Advance Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Loan, the purchase of an A Loan by a related
Junior Loan Holder pursuant to the related Intercreditor Agreement, the purchase
of any Loan by the holder of a related mezzanine loan in connection with a
default pursuant to any related mezzanine loan intercreditor agreement or the
receipt by the applicable Master Servicer or the applicable 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 applicable Master Servicer or applicable
Special Servicer will promptly notify the Trustee and request delivery of the
related Mortgage File and, in the case of the payment in full of any Junior Loan
or the purchase thereof by the holder of a related mezzanine loan, the
applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall promptly so notify each related Junior Loan Holder and request
delivery to it of the related Note. 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
applicable Master Servicer's Collection Account pursuant to Section 3.04(a) or
remitted to the applicable 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 applicable Master 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(c), the applicable Master
Servicer or the applicable 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 applicable Master Servicer, and the Trustee
shall release and deliver the related Mortgage File to the applicable Master
Servicer or applicable 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 any account maintained hereunder.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan or Junior Loan, the applicable Master Servicer or the applicable
Special Servicer 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 applicable Master Servicer or the applicable
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) The applicable Special Servicer shall be responsible for the
preparation of any court pleadings, requests for trustee's sale or, except as
otherwise contemplated by Section 3.20, other documents necessary to the release
of collateral securing a Loan or Junior Loan, 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 and shall forward such
documents and pleadings to the Trustee and, if applicable, the related Junior
Loan Holder(s) for execution. Within seven Business Days (or within such shorter
period as delivery can reasonably be accomplished if the applicable Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee
shall execute and deliver to the applicable Special Servicer any such documents
or pleadings. When submitted 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 any Serviced Loan Combination, the related Junior Loan
Holder(s)), taken as a collective whole, and that the execution and delivery
thereof by the Trustee, 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.
Any power of attorney granted by the Trustee to a Special Servicer in accordance
with Section 3.01(c) may allow for the Special Servicer to take action on behalf
of the Trustee with respect to the matters described in this Section 3.10(c).

            Section 3.11 Servicing Compensation. (a) As compensation for its
activities hereunder, each Master Servicer shall be entitled to receive the
Master Servicing Fee (subject to the third, fourth and last paragraphs of this
Section 3.11(a)) with respect to each Loan (including, if applicable, Specially
Serviced Loans, Defeasance Loans and Additional Collateral Loans) for which it
is the applicable Master Servicer and any successor REO Loans with respect
thereto at the applicable Master Servicing Fee Rate. The Master Servicing Fee
with respect to any Loan or REO 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 the related Loan
and REO Revenues allocable as interest on the related REO Loan. In no event will
the applicable 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.

            Each Master Servicer, on behalf of itself, the holder of the related
Excess Servicing Strip and the Assignable Primary Servicing Fee, if any, and any
related Primary Servicer, shall be entitled to recover unpaid Master Servicing
Fees and Primary Servicing Fees in respect of any Loan or REO Loan (including
any Specially Serviced Loan, Defeasance Loan or Additional Collateral Loan) for
which such Master Servicer is the applicable Master Servicer out of that portion
of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of
interest, to the extent permitted by Section 3.05(a). Subject to the third and
last paragraphs of this Section 3.11(a), the right of any Master Servicer 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
such Master Servicer's responsibilities and obligations under this Agreement.

            Notwithstanding anything herein to the contrary, Master Servicer No.
2 (and its successors and assigns) may at its option assign or pledge to any
third party or retain for itself the related Excess Servicing Strip, if any, and
the related Assignable Primary Servicing Fee, if any; provided, however, that in
the event of any resignation or termination of such Master Servicer, all or any
portion of such Excess Servicing Strip and/or such Assignable Primary Servicing
Fee 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 and/or Primary Servicer, as applicable, with respect to the
Loans being master serviced and/or primarily serviced, as applicable, by such
resigning or terminated Master Servicer (which successor may include the
Trustee) that meets the requirements of Section 6.4 and that requires market
rate servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.5 basis points). The applicable Master Servicer shall pay the Excess
Servicing Strip, if any, and the Assignable Primary Servicing Fee, if any, for
each Servicing Group to the holder of such Excess Servicing Strip or the holder
of such Assignable Primary Servicing Fee (i.e., such initial Master Servicer or
any such third party), as the case may be, at such time and to the extent that
such Master Servicer is entitled to receive payment of its Master Servicing Fees
hereunder, notwithstanding any resignation or termination of such Master
Servicer hereunder (subject to reduction pursuant to the preceding sentence).

            Additional 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 Loans that are not
Specially Serviced Loans (but only when and to the extent that all amounts then
due and payable with respect to such Loans have been paid), (ii) all Penalty
Charges actually collected on each Loan (other than Specially Serviced Loans)
but only when and to the extent that (A) all amounts then due and payable with
respect to such Loan (including outstanding interest on all Advances accrued
with respect to such Loan have been paid, (B) the Trust Fund has been reimbursed
with respect to any Advances made with respect to such Loan, together with
interest thereon if such interest was paid to the applicable Master Servicer,
from a source of funds other than Penalty Charges collected on such Loan, and
(C) the Trust Fund has been reimbursed for any Additional Trust Fund Expenses
(including any Special Servicing Fees, Workout Fees and Liquidation Fees)
incurred since the Closing Date with respect to such Loan and previously paid
from a source other than Penalty Charges on such Loan, (iii) 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 any Loan for modifications, extensions, earnouts and other
actions for which the applicable Master Servicer is responsible pursuant to
Section 3.20 (but only when and to the extent that all amounts then due and
payable after giving effect to any modification with respect to the related Loan
have been paid), (v) reasonable and customary consent fees and fees in
connection with defeasance, if any, of any such Loan and (vi) other customary
charges, in each case only to the extent actually paid by the related Borrower,
shall be retained by the applicable Master Servicer and shall not be required to
be deposited in the Collection Account or any Junior Loan Custodial Account, as
applicable, maintained by such Master Servicer pursuant to Section 3.04(a).
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 applicable
Master Servicer shall be entitled to that portion, if any, of a Penalty Charge
collected on a Specially Serviced Loan that accrued prior to the related
Servicing Transfer Event and (y) if the applicable 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 applicable Master Servicer and the applicable
Special Servicer based on the respective portions of such Penalty Charge to
which they would otherwise have been entitled. Without in any way limiting the
preceding two sentences of this paragraph, with respect to Loans which are not
Specially Serviced Loans, (i) any fees payable by the related Borrower with
respect to the servicing activities set forth in Sections 3.08(a), 3.08(c),
3.20(c) and 3.29(d), shall be considered Additional Servicing Compensation, and
such fees that are in the nature of an application fee shall be payable entirely
to the applicable Master Servicer and any fee payable by the Borrower upon the
completion of the servicing activities set forth in such section shall be shared
equally by the applicable Master Servicer and the applicable Special Servicer
and (ii) compensation payable with respect to servicing activities set forth
under Section 3.08(g), 3.08(h), 3.08(i), 3.08(j), 3.20(b) and 3.20(m) shall be
paid entirely to the applicable Master Servicer.

            Each Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or any Junior Loan
Custodial Account maintained by such Master Servicer in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account); (ii) interest earned on deposits in any Cash
Collateral Account, any Lockbox Account and the Servicing Accounts maintained by
such Master Servicer that is not required by applicable law or the related Loan
Documents to be paid to the Borrower; and (iii) collections representing
Prepayment Interest Excess for any Distribution Date on the Loans for which such
Master Servicer is the applicable Master Servicer (except to the extent
necessary to offset Prepayment Interest Shortfalls on such Loans for such
Distribution Date).

            The applicable Master Servicer shall not be entitled to any Master
Servicing Fees or any other compensation from the Trust Fund hereunder with
respect to any CBA B Loan.

            Each initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on any Loan and Junior Loan (including any Specially Serviced Loan,
Additional Collateral Loan and Defeasance Loan) for which it is the applicable
Master Servicer and that is not serviced by a Primary Servicer, and on any
successor REO Loan with respect to the foregoing, computed on the basis of the
related Stated Principal Balance and for the same period and in the same manner
respecting which any related interest payment due (or deemed to be due) on the
related Loan, Junior Loan or REO Loan is computed. The right of each such
initial Master Servicer (and its successors and assigns) to receive such Primary
Servicing Fees in accordance with the provisions hereof shall not be terminated
under any circumstance, including transfer of the servicing or subservicing of
the Loans to another entity or the termination of such initial Master Servicer
in its capacity as a Master Servicer, except to the extent that any portion of
such Primary Servicing Fee is needed (as determined by the Trustee in its
discretion) to compensate any replacement primary servicer for assuming the
duties of such initial Master Servicer as Primary Servicer under this Agreement.
Each initial Master Servicer in its individual capacity (and its successors and
assigns) shall be permitted to assign such Primary Servicing Fees to any party
without restriction, subject to the exception in the immediately preceding
sentence.

            Except as specifically provided herein, each 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 Insurance
Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of any Collection Account or
any Junior Loan Custodial Account maintained by such Master Servicer or
otherwise reimbursable hereunder, and such Master Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.

            In the event that any initial Master Servicer is terminated or
resigns as Master Servicer, such initial Master Servicer in its individual
capacity (and its successors and assigns) will be entitled to retain the related
Excess Servicing Strip, if any, and the related Assignable Primary Servicing
Fee, if any, except to the extent that any portion of such Excess Servicing
Strip or such Assignable Primary Servicing Fee is needed (as determined by the
Trustee in its discretion) to compensate any replacement Master Servicer for
assuming the duties of such initial Master Servicer as a Master Servicer or
Primary Servicer, as applicable, under this Agreement.

            (b) As compensation for its activities hereunder, each Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan for which it is the applicable Special
Servicer. As to each such Specially Serviced Loan and REO 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 Loan and for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Special Servicing Fee shall be payable monthly,
on a loan-by-loan basis, to the extent permitted by Section 3.05(a), or as
otherwise provided in Section 3.05(a). The right of a Special Servicer to
receive the related Special Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the applicable Special
Servicer's responsibilities and obligations under this Agreement.

            Additional servicing compensation in the form of (i) all assumption
application and assumption fees on all Specially Serviced Loans, (ii) one-half
of all assumption fees on any Loans other than Specially Serviced Loans and
(iii) all commercially reasonable extension fees and all fees received on or
with respect to loan modifications for which the applicable Special Servicer is
responsible pursuant to Section 3.20(a), but only to the extent actually
collected from the related Borrower and only when and to the extent that all
amounts then due and payable after giving effect to any modification with
respect to the related Loan or Serviced Loan Combination (including those
payable to the applicable Master Servicer pursuant to Section 3.11(a)) have been
paid, shall be promptly paid to the applicable Special Servicer by the
applicable Master Servicer and shall not be required to be deposited in any
Collection Account or any Junior Loan Custodial Account pursuant to Section
3.04(a).

            The applicable Special Servicer shall also be entitled to servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% applied to each
collection of interest (other than Penalty Charges) 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 Loan) received on such Loan for so long as it
remains a Corrected Loan. The Workout Fee with respect to any Corrected Loan
will cease to be payable if the subject Loan or Junior Loan again becomes a
Specially Serviced Loan; provided that a new Workout Fee will become payable if
and when the subject Loan or Junior Loan again becomes a Corrected Loan. If a
Special Servicer is terminated (other than for cause), it shall retain the right
to receive any and all Workout Fees otherwise payable to it with respect to any
Loan and/or Junior Loan:

            (i) that became a Corrected Loan during the period that it acted as
      Special Servicer and that was a Corrected Loan at the time of such
      termination; or

            (ii) that becomes a Corrected Loan subsequent to the time of such
      termination if the Special Servicer resolved the circumstances and/or
      conditions (including by way of a modification of the subject mortgage
      loan) which caused the subject mortgage loan to become a Specially
      Serviced Loan but the subject mortgage loan had not, when the Special
      Servicer was terminated, become a Corrected Loan because the related
      Borrower had not then made three consecutive monthly debt service payments
      (but the related Borrower then makes those three monthly debt service
      payments, and the subject mortgage loan subsequently becomes a Corrected
      Loan as a result of the Borrower making those three monthly debt service
      payments);

in each case until the Workout Fee for any such loan ceases to be payable in
accordance with the terms hereof (and the successor Special Servicer shall not
be entitled to any portion of such Workout Fees).

            A Liquidation Fee will be payable to the applicable Special Servicer
with respect to each Specially Serviced Loan or REO Loan as to which the
applicable Special Servicer receives any Liquidation Proceeds subject to the
exceptions set forth in the definition of Liquidation Fee. As to each Specially
Serviced Loan or REO Loan, the Liquidation Fee will be payable (subject to the
provisos to the first paragraph of Section 3.05(a)) out of, and will be
calculated by application of a "Liquidation Fee Rate" of 1.0% of net Liquidation
Proceeds received with respect to such Specially Serviced Loan or REO Loan.
Notwithstanding the foregoing, no Liquidation Fee shall be payable under this
Agreement based on, or out of, Liquidation Proceeds received in connection with
any of the exceptions set forth in the definition of "Liquidation Fee".

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable under the circumstances provided in the proviso
to the definition of Liquidation Fee. If, however, Liquidation Proceeds are
received with respect to any Corrected Loan and the applicable 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 (other than Default Interest) on such Corrected Loan; provided,
however, that in no event will the applicable Special Servicer receive both a
Liquidation Fee and a Workout Fee out of the same Liquidation Proceeds.

            The applicable Special Servicer will also be entitled to additional
fees in the form of Penalty Charges on each Specially Serviced Loan (but only to
the extent actually collected from the related Borrower) (A) when and to the
extent that all amounts then due and payable with respect to such Specially
Serviced Loan (including outstanding interest on all Advances accrued with
respect to such Specially Serviced Loan) have been paid, (B) the Trust Fund has
been reimbursed with respect to any Advances made with respect to such Specially
Serviced Loan, together with interest thereon if such interest was paid to the
applicable Master Servicer, from a source of funds other than Penalty Charges
collected on such Specially Serviced Loan, and (C) the Trust Fund has been
reimbursed for any Additional Trust Fund Expenses (including any Special
Servicing Fees, Workout Fees and Liquidation Fees) incurred since the Closing
Date with respect to such Specially Serviced Loan and previously paid from a
source other than Penalty Charges on such Specially Serviced Loan. Each Special
Servicer shall be required to pay out of its own funds all expenses incurred by
it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not payable directly
out of a Collection Account, a Junior Loan Custodial Account or such Special
Servicer's REO Account, and such Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

            Section 3.12 Reports to the Trustee; Collection Account Statements.
(a) Each Master Servicer shall deliver to the Trustee and the applicable Special
Servicer, no later than 1:00 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in December 2005, the CMSA Loan
Periodic Update File with respect to its respective Loans and Serviced Loan
Combinations and any successor REO Loans with respect thereto for the related
Distribution Date, including the anticipated P&I Advances and Servicing Advances
for the related Distribution and any accrued but unpaid interest on Advances.
Such Master Servicer shall, subject to Section 3.12(h), contemporaneously
provide a copy of such report as it relates to any Junior Loan of a Serviced
Loan Combination to the related Junior Loan Holder, as applicable. Each Master
Servicer's responsibilities under this Section 3.12(a) with respect to Specially
Serviced Loans and REO Loans shall be subject to the satisfaction of the
applicable Special Servicer's obligations under Sections 3.12(c) and 3.21. For
the purposes of the production by a Master Servicer or Special Servicer of any
report, such Master Servicer or Special Servicer, as the case may be, may
conclusively rely (without investigation, inquiry, independent verification or
any duty or obligation to recompute, verify or recalculate any of the amounts
and other information contained in), absent manifest error, on information
provided to it by the Depositor, by the Trustee, by the related Mortgage Loan
Seller, by the related Borrower or (x) in the case of such a report produced by
a Master Servicer, by the applicable Special Servicer (if other than the
applicable Master Servicer or an Affiliate thereof) and (y) in the case of such
a report produced by a Special Servicer, by the applicable Master Servicer (if
other than the applicable Special Servicer or an Affiliate thereof).

            Notwithstanding the foregoing, because each 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 each Master Servicer in December 2005 (insofar as it relates to
CSFB Loans) will be based solely upon information generated from actual
collections received by the applicable Master Servicer and from information the
Depositor delivers or causes to be delivered to the applicable Master Servicer
(including but not limited to information prepared by third-party servicers of
the subject Loans with respect to the period prior to the Closing Date).

            (b) For so long as a Master Servicer makes deposits into and
withdrawals from the Collection Account maintained by it, such Master Servicer
shall, upon request, forward to the Trustee a statement setting forth the status
of its Collection Account (and, shall, upon request, deliver to each Junior Loan
Holder a statement setting forth the status of the related Junior Loan Custodial
Account) as of the close of business on the last Business Day of the related Due
Period showing the aggregate amount of deposits into and withdrawals from such
account of each category of deposit specified in Section 3.04 and each category
of withdrawal specified in Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in January 2006, each Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports for its
respective Loans and Serviced Loan Combinations (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 Financial File; and (ix) a CMSA Loan Level Reserve/LOC
Report; provided, however, that notwithstanding anything to the contrary in this
Section 3.12, no Master Servicer nor any Special Servicer shall be required to
prepare or deliver any of the files or reports comprising the CMSA Investor
Reporting Package (other than the CMSA Loan Periodic Update File) before the
first Business Day after the second Determination Date following the Closing
Date, and the Trustee shall not be obligated to deliver any such report until
provided by a Master Servicer. 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 Trustee and such Master Servicer. The applicable Master
Servicer shall contemporaneously provide a copy of such reports as they relate
to any loan component in a Serviced Loan Combination to the related Junior Loan
Holder.

            Each Master Servicer's responsibilities under this Section 3.12(c)
with respect to Specially Serviced Loans and REO Loans shall be subject to the
satisfaction of the applicable Special Servicer's obligations under this Section
3.12(c) and Section 3.21. For the purposes of the production by a Master
Servicer or a Special Servicer of any reports, documents or information required
under this Section 3.12 or under any other provision of this Agreement, such
Master Servicer or Special Servicer, as the case may be, may (absent bad faith
or manifest error) conclusively rely on (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 reports,
documents or information provided to it by the Depositor, by the Trustee, by the
related Mortgage Loan Seller, by the related Borrower or (x) in the case of any
such reports, documents or information produced by a Master Servicer, by the
applicable Special Servicer (if other than the applicable Master Servicer or an
Affiliate thereof) and (y) in the case of any such reports, documents and
information produced by a Special Servicer, by the applicable Master Servicer
(if other than the applicable Special Servicer or an Affiliate thereof). The
Trustee shall be entitled to conclusively rely on and shall not be responsible
for the accuracy of any information provided to it by the applicable Master
Servicer or the applicable Special Servicer pursuant to this Agreement, but
shall (in the absence of bad faith) be entitled to conclusively rely on such
information without any investigation, independent verification or inquiry or
any duty or obligation to recompute, verify or recalculate any of the amounts
and other information stated therein.

            The reporting obligations of the Master Servicer No. 1 in connection
with a Serviced Loan Combination shall be construed to require such Master
Servicer to only provide information regarding such Serviced Loan Combination,
but whenever such Master Servicer remits funds to the related Junior Loan
Holder(s), it shall thereupon deliver to such holder a remittance report
identifying the amounts in such remittance. The applicable Master Servicer shall
contemporaneously with any related delivery to the Trustee or the applicable
Special Servicer, as applicable, provide any such reports which contain
information related to the Mortgaged Property securing any Serviced Loan
Combination, or financial information regarding any related Borrower to the
related Junior Loan Holder(s), as applicable, unless an earlier delivery is
expressly required hereunder.

            Within 30 days following the Closing Date, each Master Servicer
shall deliver to the Trustee the CMSA Loan Setup File for the Loans for which
such Master Servicer is the applicable Master Servicer; provided that the
Depositor shall, within 20 days following the Closing Date deliver to such
Master Servicer the information to be included therein with respect to CSFB
Loans.

            The applicable Special Servicer shall from time to time (and, in any
event, upon request) provide the applicable Master Servicer with such
information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for such Master Servicer to prepare each report
and any supplemental information to be provided by such Master Servicer to the
Trustee or any other Person pursuant to this Agreement. Without limiting the
generality of the foregoing, by 4:00 p.m. New York City time on the fourth
Business Day prior to the applicable Master Servicer Remittance Date, beginning
in December 2005, the applicable Special Servicer shall prepare and deliver or
cause to be delivered to each Master Servicer the CMSA Special Servicer Loan
File that contains the information called for in, or that will enable such
Master Servicer to provide, the CMSA files and reports required to be delivered
by such Master Servicer to the Trustee, in each case with respect to any
applicable Specially Serviced Loans and REO Properties.

            (d) Each Master Servicer shall deliver or cause to be delivered to
the Trustee the following materials (and shall contemporaneously provide a copy
of such materials and related reports as they relate to a Junior Loan of a
Serviced Loan Combination, to the related Junior Loan Holder), 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 Loan Documents for the Loans and for
which such Master Servicer is the applicable Master Servicer and any related REO
Properties and have been received by such Master Servicer:

            (i) At least annually by May 31, commencing May 31, 2006, or as soon
      thereafter as reasonably practicable based upon when, and the format in
      which, such Master Servicer receives the subject information, with respect
      to each Loan for which such Master Servicer is the applicable Master
      Servicer and each related REO Loan (to the extent prepared by and timely
      received from the applicable Special Servicer in the case of any Specially
      Serviced Loan or REO 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, together with copies
      of the operating statements and rent rolls (for properties other than
      residential cooperative properties) (but only to the extent the related
      Borrower delivers such information to the applicable Master Servicer and,
      with respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, to the extent timely delivered by the applicable
      Special Servicer to the applicable Master Servicer), for the related
      Mortgaged Property or REO Property as of the end of the preceding fiscal
      year.

            (ii) Such Master Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each of such Loans for which it is the
      applicable Master Servicer, other than Specially Serviced Loans or REO
      Loans, which efforts shall include sending a letter to the related
      Borrower each quarter requesting such quarterly and/or annual operating
      statements and rent rolls by no later than 60 days after the subject
      calendar quarter, or 90 days after the subject calendar year, to the
      extent such action is consistent with applicable law, the terms of such
      Loans and the Servicing Standard. Subject to the provisions of Section
      3.12(h) below, the applicable Master Servicer shall (to the extent not
      otherwise delivered pursuant to clause (i) above) deliver copies of all of
      the foregoing items so collected to the applicable Special Servicer, the
      Directing Certificateholder and any Requesting Subordinate
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee 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) 45 days following receipt 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) May 31 of each
      calendar year and (B) 45 days following receipt of such operating
      statements and rent rolls.

            (iii) Such Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan for which
      it is the applicable Master Servicer (other than any such Mortgaged
      Property which is an REO Property or constitutes security for a Specially
      Serviced Loan) that shall be updated by the applicable Master Servicer and
      delivered to the Trustee, any related Junior Loan Holder within 30 days
      after receipt by the applicable Master Servicer of updated operating
      statements for such Mortgaged Property beginning in June 2005, provided
      that the applicable Master Servicer shall not be required to update the
      CMSA Operating Statement Analysis Reports more often than quarterly (or
      annually with respect to Co-op Loans) or such other longer period as
      operating statements are required to be delivered to the lender by the
      Borrower pursuant to the Loan Documents.

            The applicable Special Servicer will be required pursuant to Section
3.12(f) to deliver in a reasonable electronic format to the applicable Master
Servicer the information required pursuant to this Section 3.12(d) with respect
to Specially Serviced Loans and REO Loans for which such Special Servicer is the
applicable Special Servicer on or before April 30 of each year, commencing on
April 30, 2006, and within 10 days after its receipt of any operating statement
for any related Mortgaged Property or REO Property.

            (e) Each Special Servicer shall report to the applicable Master
Servicer any events affecting, or which may affect, the most recent CMSA
Servicer Watch List for the Loans and Serviced Loan Combinations for which such
Special Servicer is the applicable Special Servicer promptly upon such Special
Servicer having knowledge of such event. In addition, in connection with their
servicing of the respective Loans, the applicable Master Servicer and the
applicable Special Servicer shall (to the extent such information is not
otherwise contained in any CMSA report or file) provide to each other and to the
Trustee (and solely with respect to any Serviced Loan Combination, if any Junior
Loan of such Serviced Loan Combination is listed on the CMSA Servicer Watch
List, the related Junior Loan Holder) written notice of any event that comes to
their knowledge with respect to a Junior Loan or REO Property that the
applicable Master Servicer or the applicable Special Servicer, respectively,
determines, in accordance with Servicing Standard, would have a material adverse
effect on such loan or REO Property, which notice shall include an explanation
as to the reason for such material adverse effect.

            (f) Each Special Servicer shall deliver or cause to be delivered to
the applicable Master Servicer and, upon the request of the Trustee, the
Depositor and any Junior Loan Holder 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 Loan Documents for the Loans and
Serviced Loan Combinations for which such Special Servicer is the applicable
Special Servicer and have been received by such Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing April
      30, 2006, or as soon thereafter as reasonably practicable based upon when,
      and the format in which, such Master Servicer receives the subject
      information, with respect to each Specially Serviced Loan and REO Loan for
      which such Special Servicer is the applicable Special Servicer, a CMSA
      Operating Statement Analysis Report and CMSA NOI Adjustment Worksheet,
      both in written form and in electronic format reasonably acceptable to the
      applicable Master Servicer, such Special Servicer and the Trustee for the
      related Mortgaged Property or REO Property as of the end of the preceding
      calendar year (but only to the extent that such Special Servicer has
      received such information from the applicable Master Servicer at the time
      of the servicing transfer pursuant to Section 3.21 necessary to prepare
      the related CMSA Operating Statement Analysis Report and CMSA NOI
      Adjustment Worksheet on a prospective basis), together with copies of the
      operating statements and rent rolls (for properties other than residential
      cooperative properties) for the related Mortgaged Property or REO Property
      as of the end of the preceding calendar year.

            (ii) Such Special Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each Mortgaged Property constituting security
      for a Specially Serviced Loan and each REO Property for which it is the
      applicable Special Servicer, which efforts shall include sending a letter
      to the related Borrower or other appropriate party each quarter (followed
      up with telephone calls) requesting such quarterly and/or annual operating
      statements and rent rolls by no later than 60 days after the subject
      calendar quarter, or 90 days after the subject calendar year. Such Special
      Servicer shall (to the extent not otherwise delivered pursuant to clause
      (i) above) deliver copies of all of the foregoing items so collected to
      the applicable Master Servicer, the holders of any related Junior Loan(s),
      the Directing Certificateholder and any Requesting Subordinate
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee 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) 45 days following receipt 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) 45 days following receipt of such operating
      statements and rent rolls.

            (iii) Such Special Servicer shall maintain a CMSA Operating
      Statement Analysis Report, both in written form and in electronic format
      reasonably acceptable to the applicable Master Servicer, such Special
      Servicer and the Trustee, for each Mortgaged Property which constitutes
      security for a Specially Serviced Loan or is a REO Property for which it
      is the applicable Special Servicer that shall be updated by such Special
      Servicer and delivered to the applicable Master Servicer, the Trustee and
      the holders of any Junior Loan within 10 days after receipt by the
      applicable Special Servicer of updated operating statements for each such
      Mortgaged Property, provided that the applicable Special Servicer shall
      not be required to update any CMSA Operating Statement Analysis Report
      more often than quarterly or, in the case of Co-op Loans, annually.

            (g) Each Master Servicer and each Special Servicer hereby agrees to
deliver to each Rating Agency any information such Rating Agency may reasonably
request with respect to the Loans and Serviced Loan Combinations for which such
Master Servicer or such Special Servicer is the applicable Master Servicer or
the applicable Special Servicer, as the case may be. The Trustee shall be
entitled to rely conclusively on and shall not be responsible for the content or
accuracy of any information provided to it by the applicable Master Servicer or
the applicable Special Servicer pursuant to this Agreement.

            (h) If a Master Servicer or a Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement (including Section 3.15 and Section 3.26(h)), then, notwithstanding
anything to the contrary herein, such Master Servicer or such 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 applicable Master
Servicer's Website, unless this Agreement expressly specifies a particular
method of delivery; provided that all reports required to be delivered to the
Trustee shall be delivered in accordance with clause (x) or (y).

            Section 3.13 Annual Statement as to Compliance. The Master Servicers
and the Special Servicers shall each deliver to the Trustee and to the Rating
Agencies, the Depositor, the Directing Certificateholder, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder), any
Junior Loan Holder (at such Junior Loan Holder's expense) on or before May 1 of
each year, beginning May 1, 2006, an officer's certificate of such Master
Servicer or Special Servicer stating that, among other things, to the best of
such officer's knowledge, such Master Servicer or Special Servicer has fulfilled
its obligations under this Agreement in all material respects throughout the
preceding year (or such shorter period) 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 it has received any notice regarding qualification, or challenging
the status, of any Trust REMIC as a REMIC from the IRS or any other governmental
agency or body; provided that each Master Servicer and Special Servicer shall be
required to deliver its Annual Performance Certification by March 20 in 2006 or
any given year thereafter if it has received confirmation from the Trustee 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 Trustee to notify, and the Trustee hereby so
notifies, 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 2005. The
Trustee shall deliver such Officer's Certificate, upon request, to any
Certificateholder. If the same entity acts as a Master Servicer and a Special
Servicer, the foregoing may be delivered as a single certificate.

            Section 3.14 Reports by Independent Public Accountants. On or before
May 1 of each year, beginning with May 1, 2006, each of the Master Servicers and
the Special Servicers (the "reporting person"), 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
Depositor and the Rating Agencies, the Directing Certificateholder, any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) 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 similar mortgage loans under similar agreements and that, on the
basis of such examination conducted substantially in compliance with generally
accepted auditing standards and the Uniform Single Attestation Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC, such
servicing has been conducted in compliance with similar agreements except for
such significant exceptions or errors in records that, in the opinion of such
firm, generally accepted auditing standards and the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC require it to report, in which case such exceptions and errors shall be so
reported; provided that each Master Servicer and Special Servicer shall be
required to cause the delivery of its Annual Accountants' Report by March 20 in
2006 or any given year thereafter if it has received written confirmation from
the Trustee 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.

            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 Trustee for filing in accordance with the
procedures set forth in Section 3.27 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 Master Servicer and each Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, to the Trustee, to
the Depositor, to each Rating Agency, to each Junior Loan Holder, to the other
Master Servicers and Special Servicers, 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, to any
documentation regarding the Loans and the Trust Fund within its control (but
with respect to a Junior Loan Holder, relating to the corresponding A Loan only)
which may be required by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that each
Master Servicer and 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 applicable Master Servicer or the applicable Special Servicer, as the
case may be, designated by it.

            Nothing in this Section 3.15 shall detract from the obligation of
each Master Servicer and Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of a Master Servicer or 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 any Master Servicer or Special Servicer to confirm, represent or warrant
the accuracy of any other Person's information or report included in any
communication from such Master Servicer or Special Servicer or from any other
Person. No Master Servicer or Special Servicer may be held liable for the
dissemination of information in accordance with this Agreement. None of the
Master Servicers and Special Servicers shall have any liability to the
Depositor, the Trustee, any Certificateholder, any Certificate Owner, any Junior
Loan Holder, the Initial Purchaser, any Underwriter, any Rating Agency or any
other Person to whom such Master Servicer or Special Servicer, as applicable,
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. Each
Master Servicer and Special Servicer may disclaim responsibility for any
information distributed by the Trustee or any other Master Servicer or Special
Servicer for which such Master Servicer or Special Servicer is not the original
source. Each Master Servicer and Special Servicer may deny any of the foregoing
Persons access to confidential information or any intellectual property which
such Master Servicer or Special Servicer is restricted by license or contract
from disclosing. Notwithstanding the foregoing, each Master Servicer and Special
Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Loans that is not
confidential.

            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 for the
benefit of the related Junior Loan Holder(s), as applicable, if such REO
Property is related to any CBA A/B Loan Pair). The applicable Special Servicer,
on behalf of the Trust Fund, shall sell any such REO Property in accordance with
Section 3.18(d) and, in any event, prior to the close of the third calendar year
beginning after the year in which the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the applicable
Special Servicer either (i) is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property (a copy of which shall
be delivered to the Trustee) or (ii) obtains for the Trustee and the applicable
Master Servicer an Opinion of Counsel (the cost of which shall be paid as a
Servicing Advance), addressed to the Trustee and the applicable Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property after such
period will not result in the imposition of taxes on "prohibited transactions"
of the Trust Fund or any Trust REMIC as defined in Section 860F of the Code or
cause any Trust REMIC to fail to qualify as a REMIC for federal or applicable
state tax purposes at any time that any Loan REMIC Regular Interests,
Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
applicable Special Servicer is granted the REO Extension or obtains the Opinion
of Counsel contemplated by clause (ii) above, the applicable Special Servicer
shall sell such REO Property within such period as is permitted by such REO
Extension or such Opinion of Counsel. Any expense incurred by the applicable
Special Servicer in connection with its being granted the REO Extension or its
obtaining the Opinion of Counsel contemplated by clause (ii) above shall be an
expense of the Trust Fund payable out of the Collection Account pursuant to
Section 3.05(a).

            (b) The applicable Special Servicer shall segregate and hold all
funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur
in respect of any REO Property, the applicable Special Servicer shall establish
and maintain an REO Account, held on behalf of the Trustee in trust for the
benefit of the Certificateholders (and for the benefit of the related Junior
Loan Holder(s), as applicable, if such REO Property is related to any CBA A/B
Loan Pair), for the retention of revenues and other proceeds derived from each
REO Property for which such Special Servicer is the applicable Special Servicer.
Each REO Account shall be an Eligible Account. The applicable Special Servicer
shall deposit, or cause to be deposited, in its REO Account, within one Business
Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in an REO
Account may be invested only in Permitted Investments in accordance with Section
3.06. Each Special Servicer shall give notice to the Trustee and the applicable
Master Servicer(s) of the location of its REO Account when first established and
of the new location of its REO Account prior to any change thereof.

            (c) The applicable Special Servicer shall withdraw from its 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 such REO Account relating to such REO Property. On each
Determination Date, the applicable Special Servicer shall withdraw from its REO
Account and remit to the applicable Master Servicer for deposit into its
Collection Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the applicable Special Servicer may retain in its REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to
maintain a reasonable reserve for repairs, replacements, leasing, management and
tenant improvements and other related expenses for each REO Property. In
addition, on each Determination Date, the applicable Special Servicer shall
provide the applicable Master Servicer with a written accounting of amounts
deposited in such Master Servicer's Collection Account on such date.

            (d) Each 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, such Special Servicer's REO Account pursuant to
Section 3.16(b) or (c).

            (e) The REO Property and the related REO Account with respect to the
375 Park Avenue Loan REMIC shall be treated as assets of such REMIC for all
purposes of this Agreement.

            Section 3.17 Management of REO Property. (a) If title to any REO
Property is acquired, the applicable Special Servicer shall manage, conserve,
protect, operate and lease such REO Property for the benefit of the
Certificateholders (and for the benefit of the related Junior Loan Holder(s), as
applicable, if such REO Property is related to any CBA A/B Loan Pair) solely for
the purpose of its timely disposition and sale 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 result in the receipt by the Trust
Fund of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code. Subject to the foregoing, however, the applicable
Special Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the
Certificateholders (and for the benefit of the related Junior Loan Holder(s), as
applicable, if such REO Property is related to any CBA A/B Loan Pair) (as
determined by the applicable Special Servicer in its good faith and reasonable
judgment) and, consistent therewith, shall withdraw from the applicable Special
Servicer's 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, without
limitation:

            (i) all Insurance Policy 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 costs and expenses necessary to maintain and lease such REO
      Property.

            To the extent that amounts on deposit in the related REO Account in
respect of any REO Property are insufficient for the purposes set forth in
clauses (i) through (iv) above with respect to such REO Property, subject to
Section 3.03(c), the applicable Master Servicer shall advance from its own
funds, as a Servicing Advance, such amount as is necessary for such purposes
unless (as evidenced by an Officer's Certificate delivered to the Trustee and
the Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances.

            (b) Without limiting the generality of the foregoing, the applicable
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 Loan became imminent, all within the meaning
      of Section 856(e)(4)(B) of the Code; or

            (iv) 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 applicable Special Servicer has obtained an
Opinion of Counsel (the cost of which shall be paid by the applicable 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 applicable 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(c), the applicable Special
Servicer shall be permitted to cause the Trust Fund to earn "net income from
foreclosure property," subject to the Servicing Standard.

            (c) The applicable Special Servicer shall contract with any
Independent Contractor for the operation and management of any REO Property
within 90 days of the Acquisition Date thereof, 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 an
      expense of the Trust Fund 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 (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the applicable Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the applicable 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 applicable 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.

            A 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 such Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (d) When and as necessary, the applicable Special Servicer shall
send to the Trustee and the applicable Master Servicer a statement prepared by
the applicable Special Servicer setting forth the amount of net income or net
loss, as determined for federal income tax purposes, resulting from the
operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount
not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.17(a) and 3.17(b).

            Section 3.18 Sale of Defaulted Loans and REO Properties. (a) None of
the Master Servicers, the Special Servicers and/or the Trustee may sell or
purchase, or permit the sale or purchase of, a Loan or REO Property except 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) and Section
9.01 or in any related Intercreditor Agreement or mezzanine loan intercreditor
agreement.

            (b) If any Loan becomes a Defaulted Loan, then the applicable
Special Servicer shall promptly so notify in writing the Trustee, the applicable
Master Servicer and the Directing Certificateholder, and with respect to any
related Junior Loan of a Serviced Loan Combination, any related Junior Loan
Holder(s). The Directing Certificateholder (but, with respect to the 375 Park
Avenue Loan, not the Directing Certificateholder of such Loan, unless it is also
the series 2005-C5 Directing Certificateholder) may, at its option, purchase any
Defaulted Loan out of the Trust Fund at a cash price equal to the applicable
purchase price. The 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 Person (including, without limitation, in
connection with an A Loan, any related Junior Loan Holder), provided that the
Directing Certificateholder, in connection therewith, shall deliver to the
Trustee and the applicable Special Servicer a copy of the related written
assignment executed by the 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 Section 3.32 and to the rights of the holder of the
related Junior Loan and, in some cases, a related mezzanine loan to purchase
such A Loan pursuant to the terms of a related Intercreditor Agreement or by a
mezzanine lender 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, subject to Section 3.32, by the holder of the related Junior Loan pursuant
to the related Intercreditor Agreement or by a mezzanine lender pursuant to the
related mezzanine loan intercreditor agreement. The Purchase Price for any
Defaulted Loan purchased under this Section 3.18(b) shall be deposited into the
applicable Collection Account, and the Trustee, upon receipt of an Officer's
Certificate from the applicable Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Certificateholder(s)
effecting such purchase (or to its or their 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 such Certificateholder(s) ownership of such Loan. In
connection with any such purchase, the applicable Special Servicer shall deliver
the related Servicing File to the Certificateholder(s) effecting such purchase
(or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's (or,
subject to Section 3.32 and the related Intercreditor Agreement, any Junior Loan
Holder's) cure of all defaults on the Defaulted Loan, (ii) the acquisition on
behalf of the Trust, among others, 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 Loan in connection with a workout.

            The purchase price for any Defaulted Loan purchased under this
Section 3.18(b) or any Defaulted Loan purchased by the applicable Special
Servicer under Section 3.18(c) 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 applicable 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 applicable Special
Servicer's judgment would materially affect the validity of such Appraisal), and
shall, within 60 days following the date on which a Loan becomes a Defaulted
Loan, determine the "Fair Value" thereof in accordance with the Servicing
Standard. In determining the Fair Value of any Defaulted Loan the applicable
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Loan, the occupancy level and physical
condition of the related Mortgaged Property, the state of the local economy in
the area where the Mortgaged Property is located, the expected recovery of such
Loan if the applicable Special Servicer were to pursue workout or foreclosure
strategies instead of the purchase option being exercised. In addition, the
applicable 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
applicable 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 applicable
Special Servicer must give prompt written notice of its Fair Value determination
to the Trustee, the applicable Master Servicer, the Directing Certificateholder
and, with respect to any Serviced Loan Combination, each related Junior Loan
Holder, as applicable.

            The applicable Special Servicer shall be required to change from
time to time thereafter, its determination of the Fair Value of a Defaulted 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 applicable Special Servicer shall
confirm or revise the Fair Value determination, which Fair Value may be higher
or lower. In the event that the applicable Special Servicer or a Directing
Certificateholder or assignee thereof that is an Affiliate of the applicable
Special Servicer proposes to purchase a Defaulted Loan, the applicable Master
Servicer or, if the applicable Master Servicer is then an Affiliate of the
applicable Special Servicer, the Trustee shall determine whether the applicable
Special Servicer's determination of Fair Value for a Defaulted Loan constitutes
a fair price in its reasonable judgment. The Master Servicer making such
determination in accordance with the preceding sentence shall be entitled to
receive from the applicable Special Servicer all information in the applicable
Special Servicer's possession relevant to making such determination and shall be
further entitled to a fee of $2,500 in connection with each such Fair Value
determination. All reasonable costs and expenses of the applicable Special
Servicer and Master Servicer in connection with the determination of the Fair
Value of a Defaulted Loan will be reimbursable as Servicing Advances.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Mortgage Loan is exercised, the applicable Special Servicer will
be required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the applicable Special Servicer will not be permitted to sell such Defaulted
Loan other than pursuant to the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Loan provided in Section 3.18(b) within 20 days of
such Holders' having received notice of the calculation of Fair Value pursuant
to Section 3.18(b), then the Trustee shall within five days of the end of such
20-day period send notice to the applicable Special Servicer that such Loan was
not purchased by such Directing Certificateholder, and the applicable Special
Servicer may, at its option, within 20 days after receipt of such notice,
purchase (or designate an Affiliate thereof to purchase) such Loan out of the
Trust Fund at a cash price equal to the applicable purchase price contemplated
under Section 3.18(b). The purchase price for any such Loan purchased under
Section 3.18 shall be deposited into the Collection Account maintained by the
applicable Master Servicer, and the Trustee, upon receipt of an Officer's
Certificate from the applicable Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the applicable 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 applicable Special Servicer (or the
designated Affiliate thereof), as applicable, the ownership of such Loan. Upon
the expiration of the right of the applicable Special Servicer to purchase such
Defaulted Loan, the Directing Certificateholder shall have such option,
exclusively. 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 Section 3.32 or the related Intercreditor Agreement.

            (d) The applicable 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 within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner. The
applicable 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 applicable
Special Servicer shall accept the highest cash bid received from any Person that
is determined by the applicable Special Servicer to be a fair price for such REO
Property. If the applicable 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 applicable Special Servicer shall dispose
of such REO Property upon such terms and conditions as the applicable 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 applicable
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 (or the related Junior Loan Holder(s), as applicable, if such
REO Property is related to any CBA A/B Loan Pair), in each case, taken 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 applicable Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the applicable 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 applicable Special Servicer shall give the Trustee, the
applicable Master Servicer and, with respect to any Serviced Loan Combination,
each related Junior Loan Holder, if any, 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 applicable
Special Servicer, if the highest bidder is a Person other than the applicable
Special Servicer or an Affiliate thereof, and by the applicable Master Servicer
or, if the applicable Master Servicer is then an Affiliate of the applicable
Special Servicer, Master Servicer No. 1, if the highest bidder is the applicable
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the applicable Special Servicer or an Affiliate thereof represents
a fair price for any REO Property, the applicable Special Servicer and the
applicable Master Servicer shall obtain and may conclusively rely on the opinion
of an Appraiser (the fees and costs of which shall be covered by a Servicing
Advance by the applicable Master Servicer) retained by (i) the applicable Master
Servicer, if the highest bidder is the applicable Special Servicer or an
Affiliate thereof or (ii) the applicable 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 period and amount of any delinquency on the affected REO Loan, 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 applicable 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 or
the Trust Fund, and if such sale is consummated in accordance with the terms of
this Agreement, neither the applicable Special Servicer nor the applicable
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 applicable Special
Servicer or the applicable Master Servicer.

            (f) Any sale of any Defaulted 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 Loan, then the purchase price paid by such Mezzanine Loan Holder for such
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 Loan in such Mezzanine Loan Holder.

            Section 3.19 Additional Obligations of the applicable Master
Servicer and Special Servicer; Inspections; Appraisals. (a) The applicable
Master Servicer (or, with respect to each Specially Serviced Loan and REO
Property and each Loan described in Section 3.19(b) below, the applicable
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
with respect to each Loan for which it is the applicable Master Servicer 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 $2,000,000 at least once every 12 months and
(B) with a Stated Principal Balance of less than $2,000,000 at least once every
24 months, in each case commencing in April 2006 (or at such lesser frequency as
each Rating Agency shall have confirmed in writing to the applicable Master
Servicer, will not result a downgrade, qualification or withdrawal of
then-current ratings assigned to any Class of the Certificates) and (C) if the
Loan becomes a Specially Serviced Loan, as soon as practicable and thereafter at
least once every 12 months for so long as such condition exists. The applicable
Master Servicer or applicable Special Servicer, as applicable, shall send or
make available on its website each inspection report (i) to Fitch and S&P upon
request, (ii) to the Series 2005-C5 Directing Certificateholder and any
Requesting Subordinate Certificateholder (at the expense of such Requesting
Holder), (iii) to the Trustee upon request and (iv) solely as it relates to any
related Junior Loan of a Serviced Loan Combination and so long as the related
Junior Loan Holder is not the related Borrower or Borrower affiliate, to the
related Junior Loan Holder.

            (b) With respect to each 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 such Loan, the applicable Master
Servicer or Special Servicer may enforce the Trustee's rights with respect to
the Manager under the related Loan and Management Agreement, provided that, if
such right accrues under the related Loan or Management Agreement only because
of the occurrence of the related Anticipated Repayment Date, if any, the
applicable Master Servicer or Special Servicer may in its sole discretion, in
accordance with the Servicing Standard, waive such right with respect to such
date. If the applicable Master Servicer or Special Servicer is entitled to
terminate the Manager, the applicable Master Servicer or Special Servicer shall
promptly give notice to the Directing Certificateholder and, with respect to
Significant Loans, to each Rating Agency and, with respect to any Serviced Loan
Combination, to the related Junior Loan Holder(s); provided, however, that such
notice shall not be required in respect of the Co-op Loans. In accordance with
the Servicing Standard, and, with the consent of the Directing Certificateholder
(which consent shall be deemed granted if not denied within 10 Business Days),
the applicable Master Servicer or Special Servicer shall cause the Borrower to
terminate the Manager, and to recommend a Successor Manager (meeting the
requirements set forth below) only if it determines in its reasonable discretion
that such termination is not likely to result in successful litigation against
the Trust Fund by such Manager or the related Borrower, or create a defense to
the enforcement of remedies under such Loan; provided, however, no such consent
of the Directing Certificateholder shall be required in connection with the
termination of a Manager of a residential cooperative property with a Stated
Principal Balance less than $5,000,000.

            The applicable Master Servicer or Special Servicer shall effect such
termination only if the applicable Special Servicer has, in the case of any
Specially Serviced Loan that is a Significant 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 Management Agreement and the
related Borrower does not appoint a Successor Manager, the applicable Master
Servicer or 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. For the purposes of this
paragraph, a "Successor Manager" shall be a professional management corporation
or business entity reasonably acceptable to the applicable Master Servicer or
Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) in the case of
Significant Loans, will not result in a downgrade, qualification or withdrawal
of 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 Mortgage and related documents.

            (c) The applicable Special Servicer shall be required to obtain any
Appraisal (the cost of which shall be paid by the applicable Master Servicer as
a Servicing Advance or, in the event such Servicing Advance would be a
Nonrecoverable Advance, an expense of the Trust Fund) required in connection
with an Appraisal Reduction Event or perform an internal valuation (which
Appraisal or internal valuation shall ascribe a value for any residential
cooperative property based on the value of such property as if operated as a
residential cooperative) within 60 days after the occurrence of such Appraisal
Reduction Event (provided that in no event shall the period to receive such
Appraisal exceed 120 days from the occurrence of the event that, with the
passage of time, would become such Appraisal Reduction Event) with respect to
any Loan and Junior Loan for which such Special Servicer is the applicable
Special Servicer. Upon receipt, the applicable Special Servicer shall send a
copy of such Appraisal or internal valuation to the Master Servicer, the
Certificate Owners of the Controlling Class, any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) and, with respect
to any Serviced Loan Combination, each related Junior Loan Holder provided the
Junior Loan Holder is not the related Borrower or any Affiliate of the Borrower,
if any; provided, however, that as to each such Appraisal or internal valuation,
if beneficial ownership of the Controlling Class resides in more than one
Certificate Owner, the applicable Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Controlling Class for the expense of any additional
copies so provided. If neither a required Appraisal is received, nor an internal
valuation completed, by such date, the Appraisal Reduction Amount for the
subject Loan or Serviced Loan Combination shall be conclusively established to
be 25% of the Stated Principal Balance of such Loan or Serviced Loan Combination
as of the date of the related Appraisal Reduction Event; provided that the
obligation of the applicable 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 (unless and until
the subject Loan becomes a Corrected Loan), the applicable Master Servicer shall
calculate and report (using the CMSA's appraisal reduction template, if any) to
the applicable Special Servicer the Appraisal Reduction Amount taking into
account such Appraisal or internal valuation. The applicable Special Servicer
shall verify the accuracy of the mathematical computation of the Appraisal
Reduction Amount by the applicable Master Servicer and that the amounts used
therein are consistent with the applicable Special Servicer's records and shall
confirm such verification in writing to the Master Servicer not later than 1:00
p.m., New York City time on such Determination Date. Subject to the immediately
preceding sentence, the applicable Master Servicer may conclusively rely on such
confirmation by the applicable Special Servicer of an Appraisal Reduction
Amount.

            (d) With respect to each Loan or Junior Loan as to which an
Appraisal Reduction Event has occurred (unless such loan has become a Corrected
Loan and has remained current for twelve consecutive Monthly Payments for such
purposes, taking into account any amendment or modification of such Loan, and
with respect to which no other Appraisal Reduction Event or Servicing Transfer
Event has occurred and is continuing), the applicable Special Servicer shall,
within 30 days of each annual anniversary of such Appraisal Reduction Event,
order an Appraisal (which may be an update of a prior Appraisal), or with
respect to any 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 applicable Master
Servicer as a Servicing Advance. Upon receipt, the applicable Special Servicer
shall send a copy of such Appraisal to the Certificate Owners of the Controlling
Class, any Requesting Subordinate Certificateholder (at the expense of such
requesting Holder) and, with respect to any Serviced Loan Combination, each
related Junior Loan Holder, if any; provided, however, that as to each such
Appraisal, if beneficial ownership of the Controlling Class resides in more than
one Certificate Owner, the applicable Special Servicer shall be responsible only
for the expense of providing the first such copy thereof to the Directing
Certificateholder and shall be entitled to reimbursement from the other
Certificateholders of the Controlling Class for the expense of any additional
copies so provided. Such Appraisal or internal valuation or percentage
calculation of the Appraisal Reduction described in the preceding paragraph, as
the case may be, shall be used to determine the Appraisal Reduction Amount with
respect to the subject Loan or Serviced Loan Combination for each Determination
Date (using the same procedure set forth in Section 3.19(c)) 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 the subject Loan or Serviced Loan Combination. Notwithstanding
the foregoing, the applicable Special Servicer will not be required to obtain an
Appraisal or perform an internal valuation, as the case may be, with respect to
a Loan or Serviced Loan Combination which is the subject of an Appraisal
Reduction Event if the applicable 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 applicable 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 applicable Special Servicer may use
such prior Appraisal in calculating any Appraisal Reduction Amount with respect
to such Loan or Serviced Loan Combination.

            With respect to any Loan or Junior Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Loan and has
remained current for twelve consecutive Monthly Payments, taking into account
any amendment or modification of such Loan, and with respect to which no other
Appraisal Reduction Event or Servicing Transfer Event has occurred and is
continuing, the applicable 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 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 applicable Master Servicer as a Servicing Advance. Based upon
such Appraisal or internal valuation, the applicable Special Servicer shall
redetermine and report to the Trustee, the applicable Master Servicer and, with
respect to any Serviced Loan Combination, each related Junior Loan Holder, if
any, the amount of the Appraisal Reduction with respect to the subject Loan or
Serviced Loan Combination and such redetermined Appraisal Reduction shall
replace the prior Appraisal Reduction with respect to the subject Loan or
Serviced Loan Combination.

            (e) Upon the determination that a previously made Advance in respect
of any Loan or Serviced Loan Combination is a Nonrecoverable Advance, to the
extent that the reimbursement thereof (together with interest accrued and
payable thereon) would exceed the full amount of the principal portion of
general collections deposited in the Collection Account maintained by the
applicable Master Servicer and (after giving effect to similar such
reimbursements and payments by the other Master Servicers from their respective
Collection Accounts) the principal portion of general collections deposited in
the Collection Accounts maintained by such other Master Servicers, the
applicable Master Servicer or the Trustee, in its sole discretion, as
applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance (together with interest accrued thereon) pursuant to
Section 3.05(a)(vii) or Section 3.05(b)(v) immediately, may elect to obtain such
reimbursement over a period of time (not to exceed 6 months without the consent
of the Directing Certificateholder or 12 months in any event) for such portion
of the Nonrecoverable Advance. If the applicable Master Servicer (or the
Trustee) makes such an election in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable (together
with interest accrued thereon) in the subsequent Due Period (subject, again, to
the same option, exercisable in its sole discretion, to defer; it being
acknowledged that, in such a Due Period, such Nonrecoverable Advance shall again
be payable first from principal collections as described above prior to payment
from other collections). In connection with a potential election by the
applicable Master Servicer (or the Trustee) to refrain from the reimbursement of
a particular Nonrecoverable Advance (together with interest accrued thereon) or
portion thereof during the Due Period for any Distribution Date, the applicable
Master Servicer (or the Trustee) shall further be authorized to wait for
principal collections to be received before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance
(together with interest accrued thereon) or portion thereof) until the end of
such Due Period. The foregoing shall not, however, be construed to limit any
liability that may otherwise be imposed on such Person for any failure by such
Person to comply with the conditions to making such an election under this
subsection or to comply with the terms of this subsection and the other
provisions of this Agreement that apply once such an election, if any, has been
made. Any election by the applicable Master Servicer (or the Trustee) to refrain
from reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any collection period shall not be
construed to impose on the applicable Master Servicer (or the Trustee) any
obligation to make such an election (or any entitlement in favor of any
Certificateholder or any other Person to such an election) with respect to any
subsequent Due Periods or to constitute a waiver or limitation on the right of
the applicable Master Servicer (or the Trustee) to otherwise be reimbursed for
such Nonrecoverable Advance (together with interest thereon). Any such election
by the applicable Master Servicer or the Trustee shall not be construed to
impose any duty on the other such party to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion
thereof with respect to any one or more Due Periods shall not limit the accrual
of interest on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. Any decision by the Master
Servicer to defer reimbursement will be considered decided within the Servicing
Standard.

            Section 3.20 Modifications, Waivers, Amendments and Consents. (a)
Subject to the provisions of this Section 3.20, the applicable Master Servicer
and the applicable Special Servicer may, on behalf of the Trustee, agree to any
modification, waiver or amendment of any term of any Loan without the consent of
the Trustee or any Certificateholder.

            (b) For any Loan or Serviced Loan Combination, other than a
Specially Serviced Loan, and subject to the rights of the applicable Special
Servicer, Directing Certificateholder and the Directing Certificateholder of the
Class 375 Certificates (as set forth in section 3.33), the applicable Master
Servicer shall be responsible, subject to the other requirements of this
Agreement (and, if applicable, any related mezzanine loan intercreditor
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 set forth in Section 3.02 or as set forth in Sections 3.20(e) and
3.20(g)) affect the amount or timing of any of the payment terms of such Loan or
Serviced Loan Combination, result in the release of the related Borrower from
any material term thereunder, waive any rights thereunder with respect to any
guarantor thereof or relate to the release or substitution of any material
collateral for such Loan; provided that this Section 3.20(b) shall not apply to
any waiver or other action contemplated by Sections 3.07 or 3.08. To the extent
consistent with the foregoing, the applicable Master Servicer shall have the
right to grant approvals or waivers or otherwise take actions with respect to,
as applicable, the following (the following items not to be considered
exclusive):

            (i) approving routine leasing activity with respect to: (1) leases
      for properties that are residential cooperative properties; and (2) leases
      for properties other than residential cooperative properties and for less
      than the lesser of (A) 30,000 square feet and (b) 20% of the related
      Mortgaged Property;

            (ii) 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) except with respect to Co-op Loans,
      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);

            (iii) waiving any provision of a Loan not requiring the receipt of a
      rating confirmation if such Loan is not a Significant Loan and the related
      provision of such 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) except for waivers of "due-on-encumbrance"
      clauses for Co-op Loans as to which the NCB Subordinate Debt Conditions
      are satisfied;

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

            (v) releases of non-material parcels of a Mortgaged Property
      (provided that any such releases (1) are related to a pending or
      threatened condemnation action or (2) are releases as to which the related
      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 Loan Documents);

            (vi) grants of easements or 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
      Loan; and

            (vii) consistent with Section 3.02(a), waive any Penalty Charges in
      connection with any delinquent payment on a Loan.

            (viii) consenting to changing the property manager with respect to
      any Co-op Loan and any other Mortgage Loan with an unpaid principal
      balance of less than $5,000,000; and

            (ix) (A) with respect to NCB/Column Loans, disbursements in
      accordance with the terms of the applicable loan documents of any holdback
      amounts for work being performed at the subject Mortgaged Property with
      respect to environmental or engineering conditions identified prior to the
      Closing Date and (B) with respect to the NCB/Column Loan to Berkshire
      Village Townhouses, Inc., disbursements in accordance with the terms of
      the applicable loan documents of any holdback amounts for work being
      performed at the subject Mortgaged Property.

provided, however, that if in the reasonable judgment of the applicable 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
subsection (b), the applicable Special Servicer shall approve or otherwise be
responsible for, as the case may be, such request in accordance with subsection
(c) below.

            (c) With respect to any request by a Borrower (to the extent such
request is not included within the scope of Section 3.20(b)) for the consent of
the mortgagee under, or for any modification, waiver or amendment of any term of
any Loan or Serviced Loan Combination that is not a Specially Serviced Loan, or
if such consent, request, modification, waiver or amendment relates to a
Serviced 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, in respect of Co-op Loans, 0.9x) and 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, the applicable Master Servicer
shall receive any such request from Borrower, and shall forward its analysis and
recommendation to the applicable Special Servicer. The applicable Special
Servicer shall approve any such recommendation (which approval shall be deemed
granted if not denied within 15 Business Days of its receipt of the applicable
Master Servicer's recommendation and any additional documents and information
that the applicable Special Servicer may reasonably request) and promptly (in
any event, within not more than 10 Business Days of its receipt of the
applicable Master Servicer's recommendation and any additional documents and
information that the applicable Special Servicer may reasonably request), if
required by Section 3.21(e) or Section 3.32(b), as applicable, forward such
analysis and recommendation to the Directing Certificateholder who (subject to
the last paragraph of Section 3.21(e) or the penultimate paragraph of Section
3.32(b), as applicable) shall approve or reject such recommendation. The
Directing Certificateholder shall, if applicable, be deemed to have approved
such recommendation if not denied within five Business Days of its receipt of
the applicable Special Servicer's recommendation and any additional documents
and information that the Directing Certificateholder may reasonably request. The
applicable Master Servicer shall then process the required documentation.

            The applicable Special Servicer shall be responsible for, and shall
(when required under Section 3.21(e) or Section 3.32, as applicable) obtain the
consent of the Directing Certificateholder (such consent to be subject to the
last paragraph of Section 3.21(e) or the penultimate paragraph of Section
3.32(b), as applicable) with respect to, any Specially Serviced Loan.

            (d) All modifications, waivers or amendments of any Loan shall be
(i) in writing (except for waivers of Penalty Charges) and (ii) effected in
accordance with the Servicing Standard.

            (e) Neither the applicable Master Servicer nor the applicable
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 Loan or Junior Loan that is not a Specially Serviced Loan if
such modification, waiver or amendment would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Charges and/or other amounts payable as additional
      servicing compensation) 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 Loan Documents
      or pursuant to Section 3.08(h) or 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
      applicable Master Servicer and the applicable Special Servicer, as
      applicable, may conclusively rely) of the property to be released; or

            (iv) in the judgment of the applicable Master Servicer or applicable
      Special Servicer, as applicable, otherwise materially impair the security
      for such Loan or Junior Loan, as the case may be, or reduce the likelihood
      of timely payment of amounts due thereon;

The applicable Special Servicer may agree (or permit the Master Servicer to
agree to) to any such modification, waiver or amendment only if: (i) in the
applicable Special Servicer's reasonable judgment, such modification, waiver or
amendment is reasonably likely to produce a greater recovery (or equal recovery)
to Certificateholders (and, in the case of any Junior Loan, the
Certificateholders and the related Junior Loan Holder(s), if any), taken as a
collective whole (and taking into consideration the subordinate nature of the
Junior Loan, if any), on a net present value basis; and (ii) unless the Loan or
Junior Loan is in default or default is reasonably foreseeable, the applicable
Special Servicer has determined (and may rely upon an Opinion of Counsel in
making such determination) that the modification, waiver or amendment will not
be a "significant modification" of such Loan or Junior Loan within the meaning
of Treasury regulations section 1.860G-2(b).

            (f) Notwithstanding anything herein to the contrary, with respect to
each Significant Loan, the related Master Servicer shall be responsible for
obtaining written confirmation from the Rating Agencies that a proposed action
will not result in a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates, but only to the extent such
written confirmation is required hereunder or under the terms of the relevant
Loan Documents with respect to any Loan in such Servicing Group that is not a
Specially Serviced Loan or REO Loan.

            (g) Notwithstanding Section 3.20(e), but subject to Sections
3.20(h), 3.20(i), 3.21 and 3.32, the applicable Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Loan by forgiving principal,
accrued interest (including Penalty Charges) and/or any Yield Maintenance Charge
or Static Prepayment Premium, (ii) reduce the amount of the Monthly Payment on
any Specially Serviced 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 Loan, (iv) extend the maturity
of any Specially Serviced 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 Loan and/or (vii) accept a Principal
Prepayment during any Lockout Period; provided that the related Borrower is in
default with respect to the Specially Serviced Loan or, in the judgment of the
applicable Special Servicer, such default is reasonably foreseeable.

            (h) Neither the applicable Master Servicer nor the applicable
Special Servicer shall consent to, make or permit (i) any modification with
respect to any Loan or Junior Loan that would change the Mortgage Rate, reduce
or increase the principal balance (except for reductions resulting from actual
payments of principal) or change the final Maturity Date (except for any change
in the final Maturity Date for up to 60 days (or, with the consent of the
Directing Certificateholder, 120 days), provided the related Borrower has
delivered a firm commitment to refinance that is acceptable to the applicable
Special Servicer, and consented to by the Directing Certificateholder, within 45
days after the Maturity Date) of such Loan or Junior Loan, as the case may be,
unless both (A) the related Borrower is in default with respect to the Loan or
Junior Loan, as the case may be, or, in the judgment of the applicable Special
Servicer, such default is reasonably foreseeable and (B) in the sole good faith
judgment of the applicable Special Servicer and in accordance with the Servicing
Standard, such modification would increase the recovery on the subject Loan or
Serviced Loan Combination, as applicable, to Certificateholders (and, in the
case of any Serviced Loan Combination, the related Junior Loan Holder(s), as
applicable), taken as a collective whole, on a net present value basis (the
relevant discounting of amounts that will be distributable to
Certificateholders, any related Junior Loan Holder(s) to be performed at the
related Mortgage Rate) or (ii) any modification, waiver or amendment of any term
of any Loan or Junior Loan that would either (A) unless there shall exist a
default with respect to such Loan or Junior Loan (or unless the applicable
Special Servicer determines that a default is reasonably foreseeable),
constitute a "significant modification" under Treasury Regulations Section
1.860G-2(b) or (B) cause any Trust REMIC to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions.

            The determination of the applicable Special Servicer contemplated by
clause (i)(B) of the first paragraph of this Section 3.20(h) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
applicable Master Servicer and describing in reasonable detail the basis for the
applicable Special Servicer's determination and the considerations of the
applicable 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 (for properties other than
residential cooperative properties), occupancy status and property inspections,
and shall include an Appraisal of the related Mortgaged Property, the cost of
which Appraisal shall be advanced by the applicable Master Servicer as a
Servicing Advance).

            (i) In no event shall the applicable Special Servicer: (i) extend
the Maturity Date of (x) a Loan (other than the Loans identified on Exhibit B
hereto as Weston Town Center) beyond a date that is three years prior to the
Rated Final Distribution Date or (y) any of the Loans identified on Exhibit B
hereto as Weston Town Center, beyond a date that is five years prior to the
Rated Final Distribution Date; (ii) extend the Maturity Date of any Loan at an
interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) then prevailing interest rate for comparable loans, as
determined by the applicable Special Servicer by reference to available indices
for commercial mortgage lending; (iii) if the subject Loan is secured by a
ground lease, extend the Maturity Date of such 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 that have been exercised at that time or may
thereafter be exercised by the lender either pursuant to the applicable Loan
Documents or if the lender shall have succeeded to the rights of the Borrower
under the ground lease through foreclosure or otherwise); or (iv) defer interest
due on any Loan in excess of 5% of the Stated Principal Balance of such Loan;
provided that with respect to clause (iii) above, the applicable 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 that have been
exercised at that time or may thereafter be exercised by the lender either
pursuant to the applicable Loan Documents or if the lender shall have succeeded
to the rights of the Borrower under the ground lease through foreclosure or
otherwise). In addition, no Special Servicer shall consent to any Master
Servicer taking any of the actions referred to in clauses (i)-(iv) of the prior
sentence.

            (j) Neither the applicable Master Servicer nor the applicable
Special Servicer may permit or modify a Loan to permit a voluntary Principal
Prepayment of a Loan (other than a Specially Serviced Loan) on any day other
than its Due Date, unless (i) the applicable Master Servicer or applicable
Special Servicer also collects interest thereon through the Due Date following
the date of such Principal Prepayment, (ii) otherwise permitted under the
related Loan Documents, (iii) such Principal Prepayment would not result in a
Prepayment Interest Shortfall, (iv) such Principal Prepayment is accepted by the
applicable Master Servicer or the applicable Special Servicer at the request of
or with the consent of the Directing Certificateholder or if accepted by the
applicable Master Servicer, with the consent of the applicable Special Servicer
(subject to Section 3.20(c)) or (v) it is consistent with the Servicing Standard
to do so.

            (k) The applicable Master Servicer and the applicable 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 related Loan
Documents 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 Loan under Treasury Regulations Section 1.860G-2(b)), and (ii) any
related costs and expenses incurred by it. In no event shall the applicable
Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Borrower.

            (l) The applicable Special Servicer shall, except with respect to
waivers of Penalty Charges, notify the applicable Master Servicer, any related
Sub-Servicers, the Trustee and, with respect to any Serviced Loan Combination,
the related Junior Loan Holder(s), in writing, of any modification, waiver or
amendment of any term of any Loan or Junior Loan (including fees charged the
Borrower) and the date thereof, and shall deliver to the Trustee (with a copy to
the applicable Master Servicer) for deposit in the related Mortgage File and,
with respect to any Junior Loan, to the related Junior Loan Holder, as
applicable, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof. The applicable Master Servicer or
applicable Special Servicer, as applicable, shall notify the Rating Agencies of
any modification, waiver or amendment of any term of any Significant Loan.
Copies of each agreement whereby any such modification, waiver or amendment of
any term of any Loan or Junior Loan is effected shall be made available for
review upon prior request during normal business hours at the offices of the
applicable Master Servicer or applicable Special Servicer, as applicable,
pursuant to Section 3.26 hereof.

            (m) With respect to any Loan that 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 applicable Master Servicer or
Special Servicer may, in accordance with the Servicing Standard, consent to such
action, or grant a waiver with respect thereto, provided, however, with respect
to any such amendment or modification that the applicable Master Servicer or
Special Servicer shall deem material, the applicable Master Servicer or Special
Servicer may grant such consent only if it (i) determines that such consent or
grant of waiver is likely to result in an equal or greater recovery on a net
present value basis (discounted at the related Mortgage Rate) than the
withholding of such consent or grant of waiver, and (ii) with respect to
Significant Loans, first obtains (A) 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 and (B) the consent of the Directing
Certificateholder (subject to the last paragraph of Section 3.21(e)) (which
consent shall be deemed granted if not denied in writing within 5 Business Days)
after receipt of a written recommendation and any reasonably requested
information.

            Notwithstanding the foregoing, with respect to any request by a
Borrower under any Loan which is not a Specially Serviced Loan that has been
established as a "bankruptcy-remote entity," for the applicable Master
Servicer's consent to (x) the amendment by such Borrower of its organizational
documents that would violate any covenant of such Borrower relating to its
status as a separate or bankruptcy-remote entity or (y) any other action that
would violate any covenant of such Borrower relating to its status as a separate
or bankruptcy-remote entity, the applicable Master Servicer shall receive such
request from the Borrower and shall forward its analysis and recommendation to
the applicable Special Servicer. The applicable Special Servicer shall approve
or deny any such recommendation in accordance with, and subject to the
conditions set forth in, the prior paragraph, such approval to be deemed granted
if not denied within 10 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request.

            (n) Any modification, waiver or amendment of any term of the Loan
Documents with respect to a Serviced Loan Combination (i) shall be performed
subject to the terms and conditions of, and (ii) shall not alter, and shall be
structured so as to preserve, the priority and preference among the applicable A
Loan and Junior Loan(s), if any, set forth in, the related Intercreditor
Agreement(s).

            (o) If there are any conflicts between this Section 3.20 and a CBA
Intercreditor Agreement, then such CBA Intercreditor Agreement shall control.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Loan or Junior Loan,
the applicable Master Servicer shall promptly give notice thereof to the
applicable Special Servicer, the Trustee, each Rating Agency, the 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 Mortgage File and Servicing File to the
applicable Special Servicer and shall use its reasonable efforts to provide the
applicable Special Servicer with all information, documents and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the subject Loan or Junior Loan, as applicable, that are
in the possession of the applicable Master Servicer or available to the
applicable Master Servicer without undue burden or expense, and reasonably
requested by the applicable Special Servicer to enable it to assume its
functions hereunder with respect thereto. The applicable 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 the
subject Loan or Junior Loan, as applicable, until the applicable Special
Servicer has commenced the servicing of such Loan. The Trustee shall deliver to
the Underwriters, the Initial Purchasers and each Holder of a Certificate of the
Controlling Class, a copy of the notice of such Servicing Transfer Event
provided by the applicable Master Servicer to the applicable Special Servicer
pursuant to this Section.

            Upon determining that a Specially Serviced Loan (other than an REO
Loan) has become a Corrected Loan (provided no additional Servicing Transfer
Event is foreseeable in the reasonable judgment of the applicable Special
Servicer) and that no other Servicing Transfer Event is continuing with respect
thereto, the applicable Special Servicer shall immediately give notice thereof
and shall return the related Mortgage File and Servicing File to the applicable
Master Servicer and, upon giving such notice and returning such Mortgage File
and Servicing File to the applicable Master Servicer, the applicable Special
Servicer's obligation to service such Corrected Loan shall terminate and the
obligations of the applicable Master Servicer to service and administer such
Loan shall re-commence. With respect to any CBA A/B Loan Pair, if any, in
determining whether such loan has become a Corrected Loan, the related Junior
Loan(s), if any, must also be determined to be Corrected Loans for the
applicable Special Servicer's obligation to terminate for such loans.

            (b) In servicing any Specially Serviced Loan, the applicable Special
Servicer shall 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 applicable Master Servicer and, with respect
to any Serviced Loan Combination, to each related Junior Loan Holder), and
provide the applicable Master Servicer and, with respect to any Loan
Combination, to each related Junior Loan Holder, as applicable, with copies of
any additional related Loan information including correspondence with the
related Borrower.

            (c) No later than the fourth Business Day prior to each
Determination Date, by 4:00 p.m. New York City time, each Special Servicer shall
deliver to the applicable Master Servicer a statement, both written and in
computer readable format reasonably acceptable to such Master Servicer and such
Special Servicer (upon which the applicable Master Servicer may conclusively
rely) describing, on a loan-by-loan and property-by-property basis, with respect
to the Specially Serviced Loans and REO Properties for which such Special
Servicer is the applicable Special Servicer, (1) the amount of all payments,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each such Specially Serviced Loan during the related Due 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 Due Period, (2) the amount, purpose and date of all Servicing Advances
made by the applicable Master Servicer with respect to each such Specially
Serviced Loan and REO Property during the related Due Period, (3) the CMSA
Special Servicer Loan File and (4) such additional information or data relating
to such Specially Serviced Loans and REO Properties as the applicable Master
Servicer reasonably requests to enable it to perform its responsibilities under
this Agreement which is in the applicable Special Servicer's possession or is
reasonably obtainable by the applicable Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), with
respect to each of the Specially Serviced Loans and REO Properties for which it
is the applicable Master Servicer, each Master Servicer shall maintain ongoing
payment records and shall provide the applicable Special Servicer with any
information in its possession required by the applicable Special Servicer to
perform its duties under this Agreement.

            (e) No later than 30 days after receipt by the applicable Special
Servicer of the information reasonably required by the applicable Special
Servicer after a Servicing Transfer Event for a Loan or Junior Loan, the
applicable Special Servicer shall deliver to each Rating Agency, and the
Directing Certificateholder a report (the "Asset Status Report") with respect to
such Loan or Junior Loan and the related Mortgaged Property. Any Asset Status
Report with respect to any CBA A/B Loan Pair will also be delivered to the
related Junior Loan Holder. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the applicable Special Servicer, consistent with the
      Servicing Standard, that are applicable to the exercise of remedies as
      aforesaid and to the enforcement of any related guaranties or other
      collateral for the related Loan or Serviced Loan Combination and whether
      outside legal counsel has been retained;

            (iii) the most current rent roll (for properties other than
      residential cooperative properties) and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property, together with
      the assumptions used in the calculation thereof;

            (v) a recommendation by the applicable Special Servicer as to how
      such Specially Serviced Loan might be returned to performing status,
      returned to the applicable Master Servicer for regular servicing or
      otherwise realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the applicable Special Servicer made such determination;

            (vii) a status report on any foreclosure actions or other
      proceedings undertaken with respect to such mortgaged real property, any
      proposed workouts with respect thereto and the status of any negotiations
      with respect to such workouts, and an assessment of the likelihood of
      additional events of default thereon; and

            (viii) such other information as the applicable Special Servicer
      deems relevant in light of the Servicing Standard.

            With respect to any Loan that becomes a Specially Serviced Loan, if
within 10 Business Days of receiving an Asset Status Report, the Directing
Certificateholder does not disapprove such Asset Status Report in writing, the
applicable Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the applicable Special
Servicer may not take any action that is contrary to applicable law or the terms
of the applicable Loan Documents. If the Directing Certificateholder disapproves
such Asset Status Report, the applicable Special Servicer shall revise such
Asset Status Report and deliver to the Directing Certificateholder, the Rating
Agencies and the applicable Master Servicer a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval.

            The applicable Special Servicer shall revise such Asset Status
Report as described above in this Section 3.21(e) until the earlier of (a) the
failure of the Directing Certificateholder to disapprove such revised Asset
Status Report in writing within 10 Business Days of receiving such revised Asset
Status Report; (b) a determination by the applicable Special Servicer as set
forth below or (c) the passage of 60 days from the date of preparation of the
first Asset Status Report. The applicable Special Servicer shall deliver such
finalized Asset Status Report to the Directing Certificateholder (and, with
respect to the 375 Park Avenue Loan, the Directing Certificateholder of the
Class 375 Certificates, if not the same party), the Rating Agencies, the
applicable Master Servicer, the Trustee and any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder). The applicable
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the applicable Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a 10 Business Day period if the applicable Special Servicer
has reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and it has made a
reasonable effort to contact the Directing Certificateholder and (ii) in any
case, shall determine whether any affirmative disapproval by the Directing
Certificateholder described in this paragraph is not in the best interest of all
the Certificateholders pursuant to the Servicing Standard.

            The applicable Special Servicer shall have the authority to meet
with the Borrower for any Specially Serviced Loan and, subject to Section 3.32
and the next paragraph, take such actions consistent with the Servicing Standard
and any related Asset Status Report. Subject to Section 3.32 and the next
paragraph, the applicable Special Servicer shall not take any action
inconsistent with the related Asset Status Report, unless such action would be
required in order to act in accordance with the Servicing Standard.

            In addition to the foregoing, the applicable Special Servicer is
required to obtain the consent of the Directing Certificateholder (subject to
the last paragraph of Section 3.21(e) and any express provisions of this
Agreement deeming such consent to be given if there is no objection or response
within a specified time period) prior to the taking by the applicable Special
Servicer of the following actions: (i) any proposed or actual foreclosure upon
or comparable conversion of, which may include acquisitions of an REO Property,
the ownership of the property or properties securing any Specially Serviced
Loans in the Trust Fund as come into and continue in default; (ii) any
modification, amendment or waiver of a monetary term (including any change in
the timing of payments but excluding the waiver of Default Interest and late
payment charges) or any material non-monetary term (excluding any waiver of a
due-on-sale or due-on-encumbrance clause, which is covered by clause (ix) below)
of a Loan; (iii) any acceptance of a discounted payoff with respect to a
Specially Serviced Loan in the Trust Fund; (iv) any proposed or actual sale of
an REO Property out of the Trust Fund for less than the outstanding principal
balance of, and accrued interest (other than Default Interest and Excess
Interest) on, the related Loan, except in connection with a termination of the
Trust Fund; (v) any determination to bring an REO Property held by the Trust
Fund into compliance with applicable environmental laws or to otherwise address
hazardous material located at such REO Property; (vi) any release of material
collateral for a Loan, other than in accordance with the specific terms of, or
upon satisfaction of, that Loan; (vii) any acceptance of substitute or
additional collateral for a Specially Serviced Loan in the Trust Fund, other
than in accordance with the specific terms of that Loan; (viii) any releases of
earn-out reserves or related letters of credit with respect to a Mortgaged
Property securing a Loan, other than in accordance with the specific terms of,
or upon satisfaction of, that Loan; and (ix) any waiver of a due-on-sale or
due-on-encumbrance clause in a Loan (other than in the case of a Co-op Loan in
Servicing Group B, any waiver thereof the effect of which is to permit the
related Borrower to incur subordinate debt if the NCB Subordinate Debt
Conditions have been satisfied). If any of the previous listed items is set
forth as proposed action in any Asset Status Report, the applicable Special
Servicer is required to follow the approval procedures set forth above in this
paragraph.

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Directing Certificateholder or failure to consent
to any action requiring its or their consent under this Agreement shall (i)
require or cause the applicable Master Servicer or Special Servicer to violate
the terms of a Loan or Specially Serviced Loan, applicable law or any provision
of this Agreement, including the applicable Master Servicer's or Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each Trust REMIC, or (ii) result in the imposition
of a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (iii) expose the applicable Master Servicer, the applicable
Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust
Fund, the Trustee, or Junior Loan Holder or their Affiliates, shareholders,
officers, directors, members, managers, employees or agents to any claim, suit
or liability, or (iv) materially expand the scope of the applicable Special
Servicer's or the applicable Master Servicer's responsibilities under this
Agreement; and the applicable Master Servicer or Special Servicer, as the case
may be, (1) shall not follow any such direction if given by the Directing
Certificateholder, (2) shall not initiate any such actions having any of the
effects in clauses (i)-(iv) of this paragraph and (3) shall not refrain from
taking any action if the failure to take such action would violate the Servicing
Standard.

            (f) Upon receiving notice of 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 Serviced Loan or Serviced Loan Combination
or the related Borrower, the applicable Master Servicer shall promptly give
notice thereof, and shall deliver a copy of the related Servicing File to the
applicable Special Servicer and shall use its reasonable efforts to provide the
applicable Special Servicer with all information in its possession relating to
such Serviced Loan or Serviced Loan Combination and reasonably requested by the
applicable Special Servicer to enable it to negotiate with the related Borrower
and prepare for any such proceedings. The applicable 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 applicable 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 subject Serviced Loan or Serviced
Loan Combination consistent with the terms of this Agreement, and/or prepare for
such proceedings. Notwithstanding the foregoing, the occurrence of any of the
above-referenced events shall not in and of itself be considered a Servicing
Transfer Event.

            Section 3.22 Sub-Servicing Agreements. (a) Each Master 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
in all material respects and requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement; (ii) provides that if such Master
Servicer 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 such Master Servicer may thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of such Master Servicer under such agreement or, alternatively, may
terminate such Sub-Servicing Agreement without cause and without payment of any
penalty or termination fee (provided, however, that a Primary Servicing
Agreement may not be terminated except for cause pursuant to such Primary
Servicing Agreement); (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 such Master Servicer thereunder as contemplated by the
immediately preceding clause (ii), and except with respect to the obligations of
any successor Master Servicer thereto under the Primary Servicing Agreements)
none of the Trust Fund, the Trustee, any successor or other Master Servicer, any
Special Servicer or any Certificateholder shall have any duties under such
Sub-Servicing Agreement or any liabilities arising therefrom; (iv) except with
respect to the Primary Servicing Agreements, permits any purchaser of a Loan or
the Trustee pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased 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 such Master Servicer; (vi) does not
permit the Sub-Servicer to foreclose on the related Mortgaged Property or
consent to the modification of any Loan without the prior consent of such Master
Servicer or the applicable 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 such Master Servicer 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, upon becoming successor
Master Servicer, shall have the right to be assigned and shall have the right to
assume any Sub-Servicing Agreements from the predecessor Master Servicer. Upon a
termination of a Master Servicer pursuant to this Agreement, the successor to
such Master Servicer (other than the Trustee or its designee) shall
automatically succeed to the rights and obligations of the prior Master
Servicer, under each related Primary Servicing Agreement, subject to the
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 a Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan. Each Master Servicer 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, each Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. Each Master Servicer shall notify the applicable Special
Servicer, the Trustee and the Depositor in writing promptly of the appointment
by it of any Sub-Servicer. Each Special Servicer shall notify the applicable
Master Servicer, the Trustee and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer.

            (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.

            (c) As part of its servicing activities hereunder, each Master
Servicer, for the benefit of the Trustee, the Certificateholders and, with
respect to any Serviced Loan Combination, each related Junior Loan Holder, as
applicable, shall (at no expense to the Trustee, the Certificateholders, Junior
Loan Holders or the Trust Fund) monitor the performance and enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement
entered into by such Master Servicer. 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 such Master Servicer would require were it the owner of the
subject Loans and/or Serviced Loan Combinations. Each Master Servicer 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 to a Master
Servicer and elects or is required to assume the rights and obligations of such
Master Servicer under any Sub-Servicing Agreement, such Master Servicer, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Loans and/or Serviced Loan Combinations
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 Master Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and, with respect to any Serviced Loan Combination, each
related Junior Loan Holder, 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 Loans and/or Serviced Loan Combinations for which it is
responsible, and such Master Servicer shall pay the fees of any Sub-Servicer
thereunder from its own funds or, with respect to the related 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 applicable 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 applicable 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.

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicers. (a) Each Master Servicer hereby represents and warrants to the
Trustee for its own benefit and the benefit of the Certificateholders, and to
the other Master Servicers, the Depositor, the Special Servicers and the Junior
Loan Holders, as of the Closing Date, that:

            (i) Such Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of California (in the case of
      Master Servicer No. 1), or a federal savings bank duly organized, validly
      existing and in good standing under the laws of the United States (in the
      case of Master Servicer No. 2), and such 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 such Master Servicer to perform its
      obligations hereunder;

            (ii) The execution and delivery of this Agreement by such Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation or charter and by-laws or other
      comparable organizational documents or (B) constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on such Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect such 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 such Master Servicer, enforceable against such
      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) Such 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 such 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 such Master
      Servicer's knowledge, threatened against such Master Servicer which, if
      determined adversely to such Master Servicer, would prohibit such Master
      Servicer from entering into this Agreement or, in such Master Servicer's
      good faith and reasonable judgment, is likely to materially and adversely
      affect the ability of such 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 such Master Servicer, or compliance by such Master Servicer
      with, this Agreement or the consummation of such 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 such Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of such Master Servicer to
      perform its obligations hereunder;

            (vii) Such 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) Such 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 such Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of such Master Servicer that has
      responsibilities concerning the servicing and administration of Loans
      and/or Junior 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 and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicers. (a) Each Special Servicer hereby represents and warrants to
the Trustee, for its own benefit and the benefit of the Certificateholders, and
to the other Special Servicer, the Depositor, the Master Servicers and the
Junior Loan Holders, as of the Closing Date and as to such Special Servicer,
that:

            (i) Such Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Massachusetts
      (in the case of Special Servicer No. 1) or a corporation duly organized,
      validly existing and in good standing under the laws of the United States
      (in the case of Special Servicer No. 2), and such 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 such Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Special Servicer, will not violate such Special
      Servicer's certificate of incorporation and by-laws or comparable
      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, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which such Special Servicer or its property is subject;

            (iii) Such Special Servicer 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 such Special Servicer, enforceable against such
      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) Such Special Servicer 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 such Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of such Special Servicer to perform its obligations under this
      Agreement or the financial condition of such Special Servicer;

            (vi) No litigation is pending or, to the best of such Special
      Servicer's knowledge, threatened against such Special Servicer which would
      prohibit such Special Servicer from entering into this Agreement or, in
      such Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of such Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of such Special Servicer;

            (vii) Each officer, director or employee of such Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of Loans
      and/or Junior 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 such 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 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 such Special Servicer, or compliance by such 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 such Special Servicer of its obligations
      under this Agreement, or which, if not obtained would not have a
      materially adverse effect on the ability of such Special Servicer to
      perform its obligations hereunder;

            (ix) The Special Servicing Fee payable to such Special Servicer
      represents reasonable servicing compensation for its services hereunder;
      and

            (x) Such 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 such Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.25 Limitation on Liability of the Directing
Certificateholder. By its acceptance of a Certificate, each Certificateholder
confirms its understanding that the Directing Certificateholder may take actions
that favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, that the Directing Certificateholder shall have
no liability to any Certificateholder other than a Controlling Class
Certificateholder for any action taken or not taken and shall have no liability
to a Controlling Class Certificateholder absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, it being acknowledged that actions that favor the
interests of one or more Classes of the Certificates over other Classes of the
Certificates shall be deemed to not constitute willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder) and each Certificateholder agrees to take no action
against the Directing Certificateholder as a result of such a special
relationship or conflict. Nothing in this section shall relieve a Special
Servicer of any liability it may have under this Agreement.

            Section 3.26 Reports to the Securities and Exchange Commission;
Available Information.

            (a) With respect to the Trust's fiscal year 2005 (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), the Trustee 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 and properly file with the Commission monthly,
      with respect to the Trust, a Current Report on Form 8-K with copies of the
      Statement to Certificateholders;

            (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 10.10 and/or Section 3.26(b) (in each case to the
      extent that a Responsible Officer of the Trustee 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 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 Trustee; and

            (iii) prepare, execute and properly file with the Commission on or
      before the due date specified by 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 Annual
      Performance Certification and Annual Accountant's Report delivered
      pursuant to Section 3.13 and Section 3.14, respectively, with respect to
      each Master Servicer and 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 (the "Sarbanes Act") 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 Trustee 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 electronic filing via the EDGAR system (or in "ASCII," "Microsoft
Word," "Microsoft Excel" or another format reasonably acceptable to the Trustee)
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it and those items delivered to it in a
format readily convertible to a format suitable for electronic filing via the
EDGAR system) 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 Trustee or the applicable Master Servicer, as
applicable, in a format suitable for electronic filing via the EDGAR system (or
in "ASCII," "Microsoft Word," "Microsoft Excel" or another format reasonably
acceptable to the Trustee) any and all items contemplated to be filed with the
Commission pursuant to this Section 3.26(a), to the extent it is otherwise
required to deliver such items to the Trustee or the applicable Master Servicer,
as applicable.

            (b) At all times during the Trust's fiscal year 2005 (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, at all times during
such other fiscal year), the Trustee 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 Trustee has actual knowledge:

            (i) any failure of the Trustee 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 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, 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 Trustee
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
Trustee 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 Trustee 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.

            (c) The Form 10-K shall include the Sarbanes-Oxley Certification
required to be included therewith pursuant to the Sarbanes Act, and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff) 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 Trustee 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 Trustee from
the Depositor of written notice terminating such power of attorney or (ii) the
termination of the Trust. Each Master Servicer, each Special Servicer (who shall
certify to the Master Servicer) and the Trustee (each, a "Performing Party")
shall provide to the Person who signs the Sarbanes-Oxley Certification or, in
the case of a Master Servicer, who relies on the applicable Special Servicer's
Performance Certification (in each case, the "Certifying Person") a
certification (each, a "Performance Certification"), in the form set forth on
Exhibit L hereto (with respect to a Master Servicer and the Trustee) or in the
form set forth on Exhibit A to Exhibit L hereto (with respect to a Special
Servicer), as applicable, on which the Certifying Person, the applicable Master
Servicer (with respect to the Performance Certification executed by a Special
Servicer), the Depositor (if the Certifying Person is an individual), and the
Depositor's partner, representative, Affiliate, member, manager, director,
officer, employee or agent (collectively with the Certifying Person,
"Certification Parties") can rely. The Trustee's certification with respect to
items 1 through 3 of Exhibit L hereto shall relate to distribution information,
and each Master Servicer's certification with respect to items 4 and 5 of
Exhibit L hereto shall relate to servicing information with respect to the Loans
serviced by it hereunder. Notwithstanding the foregoing, nothing in this
paragraph shall require any Performing Party (i) to 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 (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 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 applicable Master Servicer (if the terminated or resigning Performing Party
is a Special Servicer) or the Depositor pursuant to this Section 3.26(c) with
respect to the period of time such Performing Party was subject to this
Agreement.

            (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2005), 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 Trustee 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 Trustee 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
10.01.

            (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, (ii) negligence, bad faith or willful misconduct on the part
of such Performing Party in the performance of such obligations or (iii) any
inaccuracy made in the Performance Certification resulting from such Performing
Party's negligence, bad faith or willful misconduct. 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 subsection
(f) to contribute are several in the proportions described in the preceding
sentence and not joint.

            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.

            Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee 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 Trustee, at
least 10 Business Days prior to the date on which the Trustee intends to file
any Annual Report on Form 10-K as contemplated by Section 3.26, any items
required to be delivered by such party that are to be an Exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies 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 2005.

            (g) Each Master 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 Loans for which it is the
applicable Master Servicer, the related Mortgaged Properties or the related
Borrowers, for review by the Depositor, the Rating Agencies and any other
Persons to whom such Master Servicer believes such disclosure is appropriate, in
each case except to the extent doing so is prohibited by applicable law or by
the related Loan.

            (h) Each of the Master Servicers and Special Servicers shall make
the following items available at its offices during normal business hours, or
shall send such items to any requesting party at the expense of such requesting
party (other than the Rating Agencies, the Depositor and the Underwriters, and
except as otherwise provided in the last sentence of this paragraph) for review
by the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any
Person identified to such Master Servicer or Special Servicer, as applicable, by
a Certificateholder as a prospective transferee of a Certificate and any other
Persons to whom such Master Servicer or Special Servicer, as applicable,
believes such disclosure to be appropriate: (i) all financial statements,
occupancy information, rent rolls, maintenance schedules, if applicable, retail
sales information, average daily room rates and similar information received by
such Master Servicer or such Special Servicer, as applicable, from each
Borrower, (ii) the inspection reports prepared by or on behalf of such Master
Servicer or such Special Servicer, as applicable, in connection with the
property inspections pursuant to Section 3.19, (iii) any and all modifications,
waivers and amendments of the terms of a Loan entered into by such Master
Servicer or such Special Servicer, as applicable, and (iv) any and all officer's
certificates and other evidence delivered to the Trustee and the Depositor to
support such Master Servicer's determination that any Advance was, or if made
would be, a Nonrecoverable Advance. Copies of any and all of the foregoing items
shall be available from the applicable Master Servicer or the applicable Special
Servicer, as the case may be, or the Trustee, upon request. Copies of all such
information shall be delivered by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, upon request, not more
frequently than quarterly to 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 Certificate Owner, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, 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 Holder of Controlling Class
Certificates for the expense of any additional copies so provided.

            (i) Notwithstanding the obligations of the Master Servicers set
forth in the preceding provisions of this Section 3.26, each Master Servicer may
withhold any information not yet included in a Form 8-K filed with the
Commission or otherwise made publicly available with respect to which the
Trustee or such Master Servicer has determined that such withholding is
appropriate.

            (j) Notwithstanding any provisions in this Agreement to the
contrary, but subject to the last sentence of this subsection, the Trustee 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 Trustee shall have no liability with respect to any Exchange
Act Report filed with the Commission or delivered to Certificateholders. None of
the Master Servicers, the Special Servicers and the Trustee 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 Servicers, the
Special Servicers and the Trustee 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 Trustee, the
Special Servicers and the Master Servicers shall have any responsibility or
liability with respect to any Exchange Act Report filed by the Depositor, and
each of the Master Servicers, the Special Servicers and the Trustee 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(j)
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.

            (k) Notwithstanding anything to the contrary herein, as a condition
to a Master Servicer or a Special Servicer making any report or information
under this Agreement available upon request to any Person other than the parties
hereto, such Master Servicer or such Special Servicer may (i) indicate the
source of such information and may affix thereto any disclaimer it deems
appropriate in its discretion and (ii) require that the recipient of such
information acknowledge that such Master Servicer or such Special Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Initial Purchaser, any Underwriter, any Rating Agency and/or Certificateholders
or Certificate Owners. Each of the Master Servicers and the Special Servicers
shall condition such disclosure upon the recipient entering into a reasonable
and customary confidentiality agreement that is reasonably acceptable to such
servicer regarding such disclosure and that may provide indemnification to such
Master Servicer or Special Servicer. Without limiting the foregoing, in
connection with providing access to or copies of any information or reports in
accordance with this Agreement to Certificateholders, Certificate Owners,
prospective purchasers of Certificates or interests therein or investment
advisors of any of the foregoing, each Master Servicer may require a
confirmation executed by the requesting Person substantially in the form
contemplated by Section 8.12(c). In addition, any transmittal of information by
a Master Servicer or Special Servicer to any Person other than the Trustee, the
Rating Agencies or the Depositor may be accompanied by a letter from such 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 2005-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.

            Each Master Servicer and each Special Servicer may, at its
discretion, make available by hard copy, electronic media, internet website and
bulletin board service certain information and may make available by hard copy,
electronic media, internet website or bulletin board service any reports or
information required by this Agreement that such Master Servicer or such Special
Servicer is required to provide to the Trustee, any of the Rating Agencies, the
Depositor and anyone the Depositor reasonably designates.

            (l) 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 is reasonably appropriate in
order to allow it to deliver any Sarbanes-Oxley Certification or Performance
Certification or portion thereof with respect to the Trust.

            Section 3.27 Lock-Box Accounts and Servicing Accounts. (a) The
applicable 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 Loan
Documents.

            (b) For any Loan that provides that a Lock-Box Account will be
established upon the occurrence of certain events specified in the related Loan
Documents, the applicable Master Servicer shall establish or cause to be
established 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 applicable Master Servicer shall establish or
cause to be established a Lock-Box Account for each ARD Loan (if permitted by
the related loan documents) no later than its Anticipated Repayment Date.

            (c) Reserved.

            (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Loan Documents, the
applicable Master Servicer (in accordance with the Uniform Commercial Code)
shall notify the financial institution maintaining such account of the Trustee's
security interest in the funds in such account in those jurisdictions where
required in order to perfect or maintain perfection of the related security
interest.

            Section 3.28 Interest Reserve Account. (a) The Trustee shall
establish, on or before the Closing Date, and maintain the Interest Reserve
Account on behalf of the 375 Park Avenue Loan REMIC (with respect to the 375
Park Avenue Loan only) and the Lower-Tier REMIC. The Trustee shall give notice
to the Master Servicers, the Special Servicers and the Depositor of the location
of the Interest Reserve Account and, prior to any change thereof, any new
location of the Interest Reserve Account. On each Distribution Date during
February and on each Distribution Date during a January which occurs in a year
which is not a leap year, the Trustee shall withdraw from the Distribution
Account and deposit into the Interest Reserve Account in respect of each Loan
and REO Loan accruing interest on an Actual/360 Basis, 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 Loan as of the Distribution Date occurring in
the month preceding the month in which the Distribution Date occurs at the
related Original Net Mortgage Rate (or, in the case of a Specially Designated
Co-op Loan, at the related Original Net Mortgage Rate minus 0.10% per annum), 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 (prior to any
distributions on the Certificates on such date), the Trustee shall withdraw from
the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January and February Distribution Dates, if any, and deposit such
amount (excluding any net investment income thereon) into the Distribution
Account (or into the 375 Park Avenue Loan REMIC Distribution Account in the case
of the 375 Park Avenue Loan). On each Distribution Date (prior to any
distributions on the Certificates on such date), the Trustee shall deposit any
Net Investment Loss into the Interest Reserve Account and, to the extent
permitted by Section 3.06, shall be permitted to withdraw any Net Investment
Earnings from the Interest Reserve Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicers and Special Servicers with Respect to Certain Loans. (a) Prior to
taking any action with respect to a Loan secured by any Mortgaged Properties
located in a "one-action" state, the applicable Special Servicer shall consult
with legal counsel, the fees and expenses of which shall be a Servicing Advance.

            (b) Reserved.

            (c) With respect to any ARD Loan, so long as no event of default
beyond applicable notice and grace periods has occurred and is continuing, the
applicable Master Servicer and the applicable 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 applicable Master Servicer and the applicable Special
Servicer to establish a Lock-Box Account pursuant to Section 3.28.

            (d) Neither the applicable Master Servicer nor the applicable
Special Servicer shall consent (to the extent it is entitled to withhold such
consent under the terms of the Loan) to a change of franchise affiliation with
respect to any hotel property that in whole or in part constitutes the Mortgaged
Property securing a Loan unless it obtains (in the case of a Significant Loan)
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 then-current ratings on any Class of Certificates and further
obtains (in all cases) the consent of the Directing Certificateholder (such
consent subject to the last paragraph of Section 3.21(e)). The applicable Master
Servicer shall receive any such request from any Borrower under a Loan that is
not a Specially Serviced Loan, and shall forward its analysis and recommendation
to the applicable Special Servicer. The applicable Special Servicer shall
approve any such recommendation (which approval shall be deemed granted if not
denied within 15 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request) and promptly (in any event,
within not more than 10 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who shall approve or reject
such recommendation (such approval subject to the last paragraph of Section
3.21(e)). The Directing Certificateholder shall be deemed to have approved such
recommendation if not denied within five Business Days of its receipt of the
applicable Special Servicer's recommendation and any additional documents and
information that the Directing Certificateholder may reasonably request. The
applicable Master Servicer shall then process such documentation. Neither the
applicable Master Servicer nor the applicable Special Servicer shall be required
to obtain such written consent from Fitch if then-current principal balance of
such Loan is less than 2% of then-current aggregate principal balance of the
Mortgage Pool.

            (e) The applicable Master Servicer (or, in the case of CSFB Loans
only, the Depositor) shall, as to each Loan which is secured by the interest of
the related Borrower under a ground lease, promptly (and in any event within 45
days of the Closing Date) notify the related ground lessor of the transfer of
such 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 related Master Servicer.

            (f) The applicable Master 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
Directing Certificateholder (which consent with respect to the transfer of such
Junior Loan shall not be unreasonably withheld, conditioned or delayed) (such
consent subject to the last paragraph of Section 3.21(e)). The applicable Master
Servicer shall receive any such request for a discretionary consent from any
Junior Loan Holder, and shall forward its analysis and recommendation to the
applicable Special Servicer. The applicable Special Servicer shall approve any
such recommendation (which approval shall be deemed granted if not denied within
15 Business Days of its receipt of the applicable Master Servicer's
recommendation and any additional documents and information that the applicable
Special Servicer may reasonably request) and promptly (in any event, within not
more than 10 Business Days of its receipt of the applicable Master Servicer's
recommendation and any additional documents and information that the applicable
Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who (subject to the last
paragraph of Section 3.21(e)) shall approve or reject such recommendation. The
Directing Certificateholder shall be deemed to have approved such recommendation
if not denied within five Business Days of its receipt of the applicable Special
Servicer's recommendation and any additional documents and information that the
Directing Certificateholder may reasonably request. The applicable Master
Servicer shall then process such documentation. Notwithstanding the foregoing,
the applicable Master 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 required pursuant to such
Intercreditor Agreement.

            Section 3.30 REMIC Administration. (a) The Trustee shall make or
cause to be made elections to treat each of the Trust REMICs as a REMIC (except
for any portion constituting amounts allocable to any Junior Loan) under the
Code and if necessary, under State Tax Laws. Each such election will be made on
Form 1066 or other appropriate federal tax or information return or any
appropriate state 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 Trustee shall designate the "regular interests" and
the "residual interests," within the meaning of the REMIC Provisions, in each
Trust REMIC as set forth in the Preliminary Statement hereto. To the extent the
affairs of the Trust Fund are within their control, none of the Master
Servicers, the Special Servicers and the Trustee shall permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any Trust
REMIC 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 each Trust REMIC.

            (c) 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 each Trust REMIC. The
Trustee is hereby designated as the agent of the Tax Matters Person of each
Trust REMIC and shall perform all the functions thereof, and the Holders of the
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC and, as specified in Section 4.07, the grantor trust created hereunder and
shall sign and file or cause to be filed such Tax Returns in a timely manner.
The expenses of preparing such returns shall be borne by the Trustee without any
right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a 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 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 3.30(l), 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 Trust REMICs.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and each of the Master Servicers and Special Servicers shall assist the
Trustee, to the extent reasonably requested by the Trustee to do so). None of
the Master Servicers, the Special Servicers and the Trustee shall knowingly or
intentionally take any action, cause any Trust REMIC 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, in such
Person's reasonable judgment, (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax under the REMIC Provisions upon
any Trust REMIC (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code, but not including the tax on net
income from foreclosure property imposed by Section 860G(c) of the Code) (either
such event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the related Borrower (if such expense may be imposed
on the related Borrower pursuant to the applicable Mortgage Loan documents), or,
if the related Borrower fails or is not required to pay such expense, and the
applicable Master Servicer, Special Servicer or Trustee, as the case may be,
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 the applicable Master Servicer, Special Servicer or Trustee) to the
effect that the contemplated action will not, with respect to any Trust REMIC
cause such Trust REMIC to fail to qualify as a REMIC or, unless such party
(which is acceptable to the Trustee) determines that the monetary expense to
such Trust REMIC is not material and in its sole discretion agrees to indemnify
(to the extent reasonably acceptable to the Trustee) 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 not 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. The Trustee shall not take any action
(whether or not authorized hereunder) as to which any 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 the
assets thereof, 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 or its designee, in writing, with respect
to whether such action could cause an Adverse REMIC Event to occur with respect
to any Trust REMIC, and such party shall not take any such action, or cause the
Trust Fund to take any such action, as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur. The Trustee 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 Trustee 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 any Trust REMIC as defined in Section 860F(a)(2) of the Code,
on "prohibited contributions" of any Trust REMIC as defined in 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" as defined in Section 860G(c) of the Code, provided that
the applicable Special Servicer complied with all requirements specified herein
for foreclosure property), such tax shall be charged (i) to the applicable
Master Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of such Master Servicer, by
such 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, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement and such breach is not caused by the breach of
another party, (iii) to the applicable Special Servicer, if such tax arises out
of or results from a breach by such 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 applicable
Collection Account.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs 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 Servicers, the
Special Servicers and the Trustee shall accept any contributions of assets to
any Trust REMIC unless the Master Servicers, the Special Servicers and the
Trustee 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 such Trust REMIC will not cause such Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding or subject either
Trust REMIC to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.

            (j) None of the Master Servicers, the Special Servicers and the
Trustee shall enter into any arrangement by which any Trust REMIC created
hereunder will receive a fee or other compensation for services nor, to the
extent reasonably within their control, permit any Trust REMIC 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 375 Park Avenue
Loan REMIC Regular Interests, the Uncertificated Lower-Tier Interests and the
Regular Certificates is the same date as the Rated Final Distribution Date.

            (l) Within 30 days after the Closing Date, the Trustee shall obtain
a taxpayer identification number for each Trust REMIC 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
created hereunder.

            (m) None of the Trustee, the Master Servicers and the Special
Servicers shall sell or dispose of or substitute for any of the Loans (except in
connection with (i) the default, imminent default or foreclosure of a 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 Loans pursuant to or as contemplated by
Article II, Section 3.18 or Section 3.32 of this Agreement or pursuant to any
Intercreditor Agreement or mezzanine intercreditor agreement) nor acquire any
assets for any Trust REMIC, nor sell or dispose of any investments in any
account maintained by it hereunder for gain, nor accept any contributions to any
Trust REMIC after the Closing Date, unless it has received an Opinion of Counsel
(which opinion shall be the expense of the party seeking to take such action)
that such sale or disposition will not affect adversely the status of any Trust
REMIC as a REMIC or cause any Trust REMIC 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
Trustee, within 10 days after the Closing Date, and thereafter on an ongoing
basis, all information or data requested by the Trustee that the Trustee
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, each of the Master Servicers, the Special Servicers
and the Depositor shall provide on a timely basis to the Trustee or its designee
such information with respect to the Trust Fund as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section. The Trustee shall be entitled to rely conclusively upon all
such information so provided to it without recalculation or other investigation.

            (o) The Trustee 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.

            Section 3.31 Master Servicer and Special Servicer May Own
Certificates. (a) Each Master Servicer and any agent of such 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 a Master Servicer
or such agent, except with respect to Voting Rights, as set forth in the
definition of "Certificateholder".

            (b) Each Special Servicer and any agent of such 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 3.32 Reserved.

            Section 3.33 Servicing of the 375 Park Avenue Non-Pooled Portion.

            (a) On or prior to each Distribution Date, amounts received during
the related Due Period on the 375 Park Avenue Loan (including any amounts
advanced with respect thereto, any Cure Payments received thereon and any
proceeds received in connection with a sale thereof) will be applied first to
payment of any related Master Servicer Fees with respect to the 375 Park Avenue
Pooled Portion and Non-Pooled Portion, Servicing Fees, Special Servicing Fees
and Trustee Fees, reimbursement of expenses incurred in connection with the
enforcement of any repurchase obligation against the Mortgage Loan Seller with
respect to the 375 Park Avenue Loan together with interest thereon and the
reimbursement of any Advances made with respect thereto and payment of any
interest on such Advances, in each case to the extent provided in Section
3.05(a), and the remainder will be allocated:

            (i) first, in respect of interest accrued at the Loan REMIC
      Remittance Rate] during the related Mortgage Interest Accrual Period on
      the 375 Park Avenue Pooled Portion;

            (ii) second, in respect of accrued and unpaid interest on the 375
      Park Avenue Pooled Portion from prior Mortgage Interest Accrual Periods;

            (iii) third, to the 375 Park Avenue Pooled Portion (A) prior to an
      event of default under the 375 Park Avenue Loan and so long as the 375
      Park Avenue Loan is not a specially serviced mortgage loan as a result of
      any event of default, its pro rata share (based on the Stated Principal
      Balances of the 375 Park Avenue Pooled Portion and the 375 Park Avenue
      Non-Pooled Portion) of the 375 Park Avenue Principal Distribution Amount;
      (B) during the continuation of an event of default under the 375 Park
      Avenue Loan or if the 375 Park Avenue Loan becomes a specially serviced
      mortgage loan as a result of any event of default and prior to a final
      recovery determination with respect thereto, the 375 Park Avenue Principal
      Distribution Amount and (C) with respect to the distribution date
      following a final recovery determination, an amount up to the entire
      principal balance of the 375 Park Avenue Pooled Portion, in each case,
      until the principal balance of the 375 Park Avenue Pooled Portion has been
      reduced to zero;

            (iv) fourth, to reimburse the 375 Park Avenue Pooled Portion for any
      prior 375 Park Avenue Collateral Support Deficit previously allocated
      thereto pursuant to Section 4.04(e) hereof;

            (v) fifth, in respect of interest accrued at the Loan REMIC
      Remittance Rate during the related Mortgage Interest Accrual Period on the
      375 Park Avenue Non-Pooled Portion;

            (vi) sixth, in respect of accrued and unpaid interest on the 375
      Park Avenue Non-Pooled Portion from prior Mortgage Interest Accrual
      Periods;

            (vii) seventh, to the 375 Park Avenue Non-Pooled Portion (A) prior
      to an event of default under the 375 Park Avenue Loan and so long as the
      375 Park Avenue Loan is not a specially serviced mortgage loan as a result
      of any event of default, its pro rata share (based on the Stated Principal
      Balances of the 375 Park Avenue Pooled Portion and the 375 Park Avenue
      Non-Pooled Portion) of the 375 Park Avenue Principal Distribution Amount,
      (B) during the continuation of an event of default under the 375 Park
      Avenue Loan or if the 375 Park Avenue Loan becomes a specially serviced
      mortgage loan as a result of any event of default any remaining amounts of
      the 375 Park Avenue Principal Distribution Amount after application of
      such amounts to the 375 Park Avenue Pooled Portion pursuant to clause (B)
      in paragraph third above, and (C) with respect to the distribution date
      following a final recovery determination, an amount up to the entire
      principal balance of the 375 Park Avenue Non-Pooled Portion after the
      application of the 375 Park Avenue Principal Distribution Amount to the
      375 Park Avenue Pooled Portion pursuant to clause (C) in paragraph third
      above, in each case, until the principal balance of the 375 Park Avenue
      Non-Pooled Portion has been reduced to zero;

            (viii) eighth, to reimburse the 375 Park Avenue Non-Pooled Portion
      in the amount of any prior 375 Park Avenue Collateral Support Deficits
      previously allocated to the Class 375-A, Class 375-B or Class 375-C
      Certificates pursuant to Section 4.04(e) hereof;

            (ix) ninth, any Prepayment Premium or Yield Maintenance Charge in
      connection with a prepayment of the 375 Park Avenue Loan shall be paid to
      the 375 Park Avenue Pooled Portion and the 375 Park Avenue Non-Pooled
      Portion on a pro rata basis (based on the amount of such prepayment
      allocated to reduce the Stated Principal Balances of the 375 Park Avenue
      Pooled Portion and the 375 Park Avenue Non-Pooled Portion);

            (x) tenth, to reimburse the Directing Certificateholder of the Class
      375 Certificates for any unreimbursed Cure Payments previously made
      pursuant to Section 3.33(c) hereof; and

            (xi) any remaining amounts shall be distributed in respect of the
      375 Park Avenue Loan REMIC Residual Interest.

            Amounts distributable in respect of the 375 Park Avenue Pooled
Portion and the 375 Park Avenue Non-Pooled Portion in accordance with this
Section 3.28(a) shall be deemed distributable in respect of the 375 Park Avenue
Loan REMIC Regular Interest A and 375 Park Avenue Loan REMIC Regular Interest B
from the 375 Park Loan REMIC to the Lower-Tier REMIC pursuant to Section
4.01(g), and any amounts distributable in respect of the 375 Park Avenue Loan
REMIC Residual Interest shall be distributed to the Class R Certificates (other
than Excess Liquidation Proceeds held in accordance with Section 3.04(d)).

            (b) The Directing Certificateholder of the Class 375 Certificates
shall have the right, by written notice to the Master Servicer and Special
Servicer (a "Class 375 Purchase Notice") delivered (i) during any Class 375 Cure
Period for which the Directing Certificateholder of the Class 375 Certificates
is entitled to make a Cure Payment or (ii) at any time the 375 Park Avenue Loan
is a Specially Serviced Loan, provided that the 375 Park Avenue Loan is then in
default or default with respect thereto is reasonably foreseeable, to purchase
the 375 Park Avenue Loan in whole but not in part at the Purchase Price. Upon
the delivery of the Class 375 Purchase Notice to the Master Servicer and Special
Servicer, the Master Servicer or Special Servicer, as applicable, shall cause
the Trust Fund to sell (and the Directing Certificateholder of the Class 375
Certificates shall purchase) the 375 Park Avenue Loan at the Purchase Price, on
a date (the "Class 375 Purchase Date") not less than five (5) Business Days nor
more than ten (10) Business Days after the date of the Class 375 Purchase
Notice, as shall be established by the Master Servicer or Special Servicer, as
applicable. The Purchase Price shall be calculated by the Master Servicer or
Special Servicer, as applicable, three (3) Business Days prior to the Class 375
Purchase Date and shall, absent manifest error, be binding upon the Directing
Certificateholder of the Class 375 Certificates. Concurrently with the payment
to the Trust Fund of the Purchase Price, the Master Servicer or Special
Servicer, as applicable, shall direct the Trustee to execute at the sole cost
and expense of the Directing Certificateholder of the Class 375 Certificates in
favor of the Directing Certificateholder of the Class 375 Certificates
assignment documentation which will assign the 375 Park Avenue Loan and the
related Loan Documents without recourse, representations or warranties. The
right of the Directing Certificateholder of the Class 375 Certificates to
purchase the 375 Park Avenue Loan under clause (i) of the first sentence of this
paragraph shall automatically terminate upon the expiration of the applicable
Class 375 Cure Period. The right of the Directing Certificateholder of the Class
375 Certificates to purchase the 375 Park Avenue Loan under clause (ii) of the
first sentence of this paragraph shall automatically terminate upon (a) 3
Business Days after delivery of notification by the Special Servicer to the
Directing Certificateholder of the Class 375 Certificates of the Special
Servicer's intention to sell the 375 Park Avenue Loan (if it is a Specially
Serviced Loan) or the related Mortgaged Property or (b) a foreclosure sale, sale
by power of sale or delivery of a deed in lieu of foreclosure with respect to
the related Mortgaged Property.

            (c) The Master Servicer or Special Servicer shall deliver to the
Directing Certificateholder of the Class 375 Certificates notice of any monetary
or non-monetary default with respect to the 375 Park Avenue Loan. Upon receipt
of such notice, the Directing Certificateholder of the Class 375 Certificates
shall have the right to cure defaults with respect to the 375 Park Avenue Loan
within 5 Business Days of receipt of notice with respect to a monetary default
and within 30 days of receipt of notice with respect to a non-monetary default
following the date of such notice (the "Class 375 Cure Period"); provided,
however, that no single Cure Event shall continue for a period of more than 90
consecutive days The Class 375 Directing Certificateholder's rights to cure
monetary defaults and non-monetary defaults shall be limited to a total of four
Cure Events over the life of the 375 Park Avenue Loan. In the event that the
Directing Certificateholder elects to cure a default that can be cured by making
a Cure Payment, the Directing Certificateholder shall make such Cure Payment to
the Master Servicer. The Master Servicer shall apply such funds to reimburse
itself for any Advances, together with interest thereon, made in respect of the
default so cured pursuant to Section 3.05(a)(xviii) and any related Trust Fund
expenses. The right of the Directing Certificateholder to reimbursement of any
Cure Payment (including the reimbursement of a previous Advance made by the
Master Servicer or the Trustee) will be subordinate to the payment of all other
amounts due with respect to the 375 Park Avenue Loan. Notwithstanding the
foregoing, the making of a Cure Payment by the Directing Certificateholder of
the Class 375 Certificates shall not act as a waiver of any amounts due under
the Loan Documents by the related Borrower. (d) Any decisions made by the Master
Servicer or Special Servicer, as applicable, with respect to the 375 Park Avenue
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 and this Agreement. Prior to a Control
Appraisal Event, the Special Servicer shall consult with the Directing
Certificateholder of the Class 375 Certificates prior to the taking by the
Special Servicer of the following actions (but may, in its sole discretion,
reject any advice or direction of the Directing Certificateholder of the Class
375 Certificates):

            (i) any foreclosure upon or comparable conversion (which may include
      the acquisition of an REO Property) of the ownership of the property
      securing the Specially Serviced Mortgage Loan as come into and continue in
      default;

            (ii) any modification of a monetary term or a material non-monetary
      term (including any material term related to insurance coverage) other
      than an extension of the original maturity date for two years or less of
      the 375 Park Avenue Loan;

            (iii) any proposed sale of the defaulted 375 Park Avenue Loan or REO
      Property for less than the applicable Purchase Price;

            (iv) any acceptance of a discounted payoff;

            (v) any determination to bring the Mortgaged Property securing the
      375 Park Avenue Loan into compliance with applicable environmental laws;

            (vi) any release of collateral for the 375 Park Avenue Loan (other
      than in accordance with the terms of, or upon satisfaction of, the 375
      Park Avenue Loan);

            (vii) any acceptance of substitute or additional collateral for the
      375 Park Avenue Loan (other than in accordance with the terms of the 375
      Park Avenue Loan);

            (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            (ix) any acceptance of an assumption agreement releasing the related
      borrower from liability under the 375 Park Avenue Loan;

            (x) any acceptance of a change in the property management company;

            (xi) any determination by the Master Servicer that a Servicing
      Transfer Event which is based on an imminent default has occurred with
      respect to the 375 Park Avenue Loan;

            (xii) any extension by the Master Servicer of the maturity date of
      the 375 Park Avenue Loan when it is not a Specially Serviced Mortgage
      Loan;

            (xiii) any extension by the Special Servicer of the maturity date of
      the 375 Park Avenue Loan when it is not a Specially Serviced Mortgage
      Loan;

            (xiv) the adoption or approval of a plan of bankruptcy or
      reorganization with respect to the 375 Park Avenue Borrower; and

            (xv) approval of any material capital expenditure that requires the
      approval of the lender under the Mortgage Loan Documents.

            The Special Servicer shall provide the Directing Certificateholder
of the Class 375 Certificates with all the information that the Special Servicer
considers material (in its sole discretion) in connection with evaluating such
action. The Directing Certificateholder of the Class 375 Certificates shall have
10 days within which to respond after notice of any proposed action to the
extent such period does not delay the Special Servicer from taking any action
that is in the best interests of the Certificateholders to take prior to the
expiration of such period; provided, that if such Directing Certificateholder
has not responded within such period, it shall be deemed to have approved such
action. Notwithstanding the foregoing, no such advice, direction or objection
contemplated by the foregoing may require or cause the Special Servicer to (i)
violate any applicable law, (ii) be inconsistent with the Servicing Standard,
(iii) cause any Trust REMIC to fail to qualify as a REMIC or subject any Trust
REMIC to federal, state or local tax, (iv) violate any other provisions of this
Agreement, (v) require or cause the Special Servicer to violate the terms of a
Loan, (vi) expose the Master Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Seller, the Trust Fund, the Trustee or their Affiliates, officers,
directors, employees or agents to any claim, suit or liability, or (vii)
materially expand the scope of the Master Servicer's responsibilities under this
Agreement; and the Special Servicer will neither follow any such direction if
given by the Directing Certificateholder of the Class 375 Certificates nor
initiate any such actions.

            (e) Subject to Section 3.33(d) and the other terms and conditions of
this Agreement, if the Master Servicer or Special Servicer, as applicable, in
connection with a workout or proposed workout of the 375 Park Avenue Loan,
modifies the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such Loan, all payments to the 375 Park Avenue Pooled
Portion pursuant to Section 3.33(a) shall be made as though such workout did not
occur, with the payment terms of the 375 Park Avenue Pooled Portion remaining
the same as they are on the Closing Date, and the 375 Park Avenue Non-Pooled
Portion shall bear the full economic effect of all waivers, reductions or
deferrals of amounts due on such Loan attributable to such workout.

            Prior to entering into any modification of the 375 Park Avenue Loan
that would have any of the effects described in clauses (i) through (iii) of the
preceding paragraph (and only prior to a Control Appraisal Event), the Master
Servicer or Special Servicer, as applicable, shall provide the Directing
Certificateholder of the Class 375 Certificates with notice thereof and with all
information that the Master Servicer or Special Servicer, as applicable,
considers material (in its sole discretion), but in any case including a draft
of the agreement, if any, that sets forth such proposed modification. The
Directing Certificateholder of the Class 375 Certificates shall have the right
to purchase the 375 Park Avenue Loan at a price equal to the Purchase Price
therefor by delivering notice to the Master Servicer or Special Servicer, within
5 Business Days of receipt of the materials described in the preceding sentence,
that it intends to exercise such purchase option. In the event that it elects to
exercise such purchase option, the Directing Certificateholder of the Class 375
Certificates shall deliver such Purchase Price to the Trustee within 3 Business
Days of its exercise of such purchase option. The purchase option granted under
this paragraph shall be in addition to the purchase option granted pursuant to
Section 3.33(b) hereof.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions. (a) On each Distribution Date, the
Trustee shall apply amounts on deposit in the Distribution Account for the
following purposes and in the following order of priority, in each case to the
extent of the remaining portion of the Available Distribution Amount (or in the
case of clause (lviii) below, the Available Class 375 Distribution Amount) for
such Distribution Date:

            (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-AB, Class A-3 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, Class A-Y and Class A-SP Certificates, 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
      any 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, Class A-Y and Class A-SP
      Certificates 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 Holders of the Class
      A-1, Class A-1-A, Class A-2, Class A-AB, Class A-3 and Class A-4
      Certificates, in reduction of the Class Principal Balances thereof, up to,
      in the aggregate, the 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
      Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2, until the Class Principal Balance
      thereof has been reduced to zero;

            Second, to the Class A-AB Certificates, until the Class Principal
      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 Class Principal
      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 Class Principal
      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 Class Principal
      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 Class Principal
      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 Class 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 aggregate 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-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 Tenth, on each Distribution Date coinciding with or following the
Senior Principal Distribution Cross-Over Date, and in any event on the final
Distribution Date in connection with the termination of the Trust Fund, the
Trustee shall make distributions of principal to the Holders of the Class A-1,
Class A-1-A, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, on a
pro rata basis, in accordance with the respective Class Principal Balances of
those Classes outstanding immediately prior to such Distribution Date, until the
Class Principal Balance of each such Class has been reduced to zero, up to, in
the aggregate, the entire Principal Distribution Amount for such Distribution
Date;

            (iii) to reimburse the Holders of the Class A-1, Class A-1-A, Class
      A-2, Class A-AB, Class A-3 and Class A-4 Certificates, pro rata (based on
      the aggregate unreimbursed amounts of Collateral Support Deficit
      previously allocated to each such Class), until all amounts of such
      amounts of Collateral Support Deficit previously allocated to such
      Classes, but not previously reimbursed, have been reimbursed in full;

            (iv) to make distributions of interest to the Holders of the Class
      A-M Certificates up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (v) to make distributions of principal to the Holders of the Class
      A-M Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (vi) to reimburse the Holders of the Class A-M Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class A-M Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (vii) to make distributions of interest to the Holders of the Class
      A-J Certificates up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (viii) to make distributions of principal to the Holders of the
      Class A-J Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (ix) to reimburse the Holders of the Class A-J Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class A-J Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (x) to make distributions of interest to the Holders of the Class B
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xi) to make distributions of principal to the Holders of the Class
      B Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xii) to reimburse the Holders of the Class B Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class B Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xiii) to make distributions of interest to the Holders of the Class
      C Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xiv) to make distributions of principal to the Holders of the Class
      C Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xv) to reimburse the Holders of the Class C Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class C
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xvi) to make distributions of interest to the Holders of the Class
      D Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xvii) to make distributions of principal to the Holders of the
      Class D Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xviii) to reimburse the Holders of the Class D Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class D Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xix) to make distributions of interest to the Holders of the Class
      E Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xx) to make distributions of principal to the Holders of the Class
      E Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxi) to reimburse the Holders of the Class E Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class E Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxii) to make distributions of interest to the Holders of the Class
      F Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxiii) to make distributions of principal to the Holders of the
      Class F Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxiv) to reimburse the Holders of the Class F Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class F Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxv) to make distributions of interest to the Holders of the Class
      G Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxvi) to make distributions of principal to the Holders of the
      Class G Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxvii) to reimburse the Holders of the Class G Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class G Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxviii) to make distributions of interest to the Holders of the
      Class H Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxix) to make distributions of principal to the Holders of the
      Class H Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxx) to reimburse the Holders of the Class H Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class H Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxi) to make distributions of interest to the Holders of the Class
      J Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxxii) to make distributions of principal to the Holders of the
      Class J Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxiii) to reimburse the Holders of the Class J Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class J Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxiv) to make distributions of interest to the Holders of the
      Class K Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxxv) to make distributions of principal to the Holders of the
      Class K Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxvi) to reimburse the Holders of the Class K Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class K Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxvii) to make distributions of interest to the Holders of the
      Class L Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxxviii) to make distributions of principal to the Holders of the
      Class L Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxix) to reimburse the Holders of the Class L Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class L Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xl) to make distributions of interest to the Holders of the Class M
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xli) to make distributions of principal to the Holders of the Class
      M Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlii) to reimburse the Holders of the Class M Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class M Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xliii) to make distributions of interest to the Holders of the
      Class N Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xliv) to make distributions of principal to the Holders of the
      Class N Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlv) to reimburse the Holders of the Class N Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class N Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xlvi) to make distributions of interest to the Holders of the Class
      O Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xlvii) to make distributions of principal to the Holders of the
      Class O Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlviii) to reimburse the Holders of the Class O Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class O Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xlix) to make distributions of interest to the Holders of the Class
      P Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (l) to make distributions of principal to the Holders of the Class P
      Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (li) to reimburse the Holders of the Class P Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class P
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (lii) to make distributions of interest to the Holders of the Class
      Q Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (liii) to make distributions of principal to the Holders of the
      Class Q Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (liv) to reimburse the Holders of the Class Q Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class Q Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (lv) to make distributions of interest to the Holders of the Class S
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (lvi) to make distributions of principal to the Holders of the Class
      S Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (lvii) to reimburse the Holders of the Class S Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class S Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (lviii) to the Class 375-A, Class 375-B and Class 375-C
      Certificates, in the following order of priority:

                  (A) to the Class 375-A Certificates, in respect of interest,
            up to the Optimal Interest Distribution Amount for such Class for
            such Distribution Date;

                  (B) to the Class 375-A Certificates, (I) in reduction of the
            Certificate Balance thereof, an amount up to its pro rata portion
            (based on outstanding Certificate Balances of the Class 375-A, Class
            375-B and Class 375-C Certificates) of (x) any principal prepayments
            allocated to the 375 Park Avenue Non-Pooled Portion for such
            Distribution Date; and (y) the portion of all principal due
            (including the Balloon Payment, if then due) on the 375 Park Avenue
            Loan that is allocated to the 375 Park Avenue Non-Pooled Portion;
            and (II) after an event of default on the 375 Park Avenue Loan, or
            if the 375 Park Avenue Loan becomes a Specially Serviced Mortgage
            Loan as a result of any event of default, all principal allocated
            the 375 Park Avenue Non-Pooled Portion, in any case until such
            Certificate Balance has been reduced to zero;

                  (C) to the Class 375-A Certificates, until any prior
            Collateral Support Deficits relating to the 375 Park Avenue Loan
            previously allocated to the Class 375-A Certificates, but not
            previously reimbursed, have been reimbursed in full;

                  (D) to the Class 375-B Certificates, in respect of interest,
            up to the Optimal Interest Distribution Amount for such Class for
            such Distribution Date;

                  (E) to the Class 375-B Certificates, (I) in reduction of the
            Certificate Balance thereof, an amount up to its pro rata portion
            (based on outstanding Certificate Balances of the Class 375-A, Class
            375-B and Class 375-C Certificates) of (x) any principal prepayments
            allocated to the 375 Park Avenue Non-Pooled Portion for such
            Distribution Date; and (y) the portion of all principal due
            (including the Balloon Payment, if then due) on the 375 Park Avenue
            Loan that is allocated to the 375 Park Avenue Non-Pooled Portion;
            and (II) after an event of default on the 375 Park Avenue Loan, or
            if the 375 Park Avenue Loan becomes a Specially Serviced Mortgage
            Loan as a result of any event of default, all principal allocated to
            the 375 Park Avenue Non-Pooled Portion that remains after
            application to the Class 375-A Certificates, in any case until such
            Certificate Balance has been reduced to zero;

                  (F) to the Class 375-B Certificates, until any prior
            Collateral Support Deficits relating to the 375 Park Avenue Loan
            previously allocated to the Class 375-B Certificates, but not
            previously reimbursed, have been reimbursed in full;

                  (G) to the Class 375-C Certificates, in respect of interest,
            up to the Optimal Interest Distribution Amount for such Class for
            such Distribution Date;

                  (H) to the Class 375-C Certificates, (I) in reduction of the
            Certificate Balance thereof, an amount up to its pro rata portion
            (based on outstanding Certificate Balances of the C Class 375-A,
            Class 375-B and Class 375-C Certificates) of (x) any principal
            prepayments allocated to the 375 Park Avenue Non-Pooled Portion for
            such Distribution Date; and (y) the portion of all principal due
            (including the Balloon Payment, if then due) on the 375 Park Avenue
            Loan that is allocated to the 375 Park Avenue Non-Pooled Portion;
            and (II) after an event of default on the 375 Park Avenue Loan, or
            if the 375 Park Avenue Loan becomes a Specially Serviced Mortgage
            Loan as a result of any event of default, all principal allocated
            the 375 Park Avenue Non-Pooled Portion that remains after
            application to the Class 375-A Certificates and the Class 375-B
            Certificates, in any case until such Certificate Balance has been
            reduced to zero; and

                  (I) to the Class 375-C Certificates, until any prior
            Collateral Support Deficits relating to the 375 Park Avenue Loan
            previously allocated to the Class 375-C Certificates, but not
            previously reimbursed, have been reimbursed in full; and

            (lix) to make distributions to the Holders of the Class R
      Certificates in respect of the Upper-Tier REMIC residual interest of any
      portion of the Available Distribution Amount for such Distribution Date,
      remaining after all other distributions pursuant to this Section 4.01(a)
      and Section 4.01(e).

            Any distributions of interest made with respect to the Class A-SP
Certificates or the Class A-X Certificates on any Distribution Date pursuant to
clause (i) of the prior paragraph of this Section 4.01(a) shall be deemed
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the respective Optimal Interest Distribution
Amounts of such Components for such Distribution Date.

            All distributions made in respect of each Class of Sequential Pay
Certificates on each Distribution Date pursuant to the foregoing provisions of
this Section 4.01(a) shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC with respect to the Corresponding
Uncertificated Lower-Tier Interest(s) for such Class of Sequential Pay
Certificates; all distributions made with respect to the Class A-X or Class A-SP
Certificates on each Distribution Date pursuant to the foregoing provisions of
this Section 4.01(a) and allocable to any particular Component of such Class of
Interest-Only Certificates, shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Corresponding
Uncertificated Lower-Tier Interest for such Component; and all distributions
made with respect to the Class A-Y Certificates on each Distribution Date
pursuant to the foregoing provisions of this Section 4.01(a) shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of the Class LA-Y Lower-Tier Interest. In each case, if such
distribution on any such Class of Certificates was a distribution of accrued
interest, of principal or in reimbursement of any Collateral Support Deficit
previously allocated to such Class of Certificates, then the corresponding
distribution deemed to be made on an Uncertificated Lower-Tier Interest pursuant
to the preceding sentence (and, if applicable, the following paragraph of this
Section 4.01(a)) shall be deemed to also be, respectively, a distribution of
accrued interest, of principal or in reimbursement of any Collateral Support
Deficit previously allocated to the Upper-Tier REMIC in respect of such
Uncertificated Lower-Tier Interest.

            If a Class of Sequential Pay Certificates has two or more
Corresponding Uncertificated Lower-Tier Interests, then:

            (i) deemed distributions of accrued interest made on such
      Corresponding Uncertificated Lower-Tier Interests on any Distribution Date
      shall be allocated between or among them, as applicable, on a pro rata
      basis in accordance with the respective Optimal Interest Distribution
      Amounts in respect of such Corresponding Uncertificated Lower-Tier
      Interests for such Distribution Date;

            (ii) deemed distributions of principal made on such Corresponding
      Uncertificated Lower-Tier Interests on any Distribution Date shall be
      allocated to them in numeric order (i.e., from lowest number to highest
      number) of the respective ending numbers of the respective alphanumeric
      designations for such Corresponding Uncertificated Lower-Tier Interests,
      in each case up to an amount equal to the Lower-Tier Principal Amount of
      the subject Corresponding Uncertificated Lower-Tier Interest outstanding
      immediately prior to such Distribution Date (such that no deemed
      distributions of principal will be made on any such Corresponding
      Uncertificated Lower-Tier Interest until the Lower-Tier Principal Amount
      of each other such Corresponding Uncertificated Lower-Tier Interest, if
      any, with an alphanumeric designation that ends in a lower number, has
      been paid in full); and

            (iii) deemed distributions made on such Corresponding Uncertificated
      Lower-Tier Interests on any Distribution Date in reimbursement of
      Collateral Support Deficits previously allocated to the Upper-Tier REMIC
      with respect thereto shall be allocated between or among them, as
      applicable, on a pro rata basis in accordance with the respective
      aggregate unreimbursed amounts of Collateral Support Deficits previously
      allocated to the Upper-Tier REMIC with respect to such Corresponding
      Uncertificated Lower-Tier Interests.

            (b) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Distribution Account that represent Yield Maintenance
Charges actually collected on Loans and/or REO Loans in the Mortgage Pool during
the related Due Period and shall distribute each such Yield Maintenance Charge
as follows:

            (i) a portion of such Yield Maintenance Charge shall be distributed
      to the Holders of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class
      A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
      Class F, Class G and Class H Certificates, respectively, 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, and whose denominator is the Principal
      Distribution Amount for such Distribution Date, (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 Yield Maintenance Charge (net of any Liquidation Fee
      payable therefrom); and

            (ii) the entire remaining portion of such Yield Maintenance Charge
      (net of any Liquidation Fee payable therefrom) shall be paid to the
      Holders of the Class A-X Certificates;

provided, however, that, if the subject Yield Maintenance Charge was collected
in respect of a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then such Yield Maintenance Charge shall be distributed as
follows (on a pro rata basis): (i) the amount distributable in accordance with
clauses (i) and (ii) of this sentence shall equal the amount of the Yield
Maintenance Charge that would have been payable with respect to such Co-op Loan
or any successor REO Loan with respect thereto if the related Mortgage Rate was
equal to the related Net Mortgage Rate minus 0.10% per annum and without regard
to any Yield Maintenance Minimum Amount and (ii) the remaining portion of such
Yield Maintenance Charge that would have been payable with respect to such Co-op
Loan or any successor REO Loan with respect thereto shall be distributed to the
Holders of the Class A-Y Certificates, in each such case net of a proportionate
share of any Liquidation Fee payable from such Yield Maintenance Charge.

            Any Yield Maintenance Charge in connection with a prepayment of the
375 Park Avenue Loan will be paid to the 375 Park Avenue Pooled Portion and the
375 Park Avenue Non-Pooled Portion on a pro rata basis (based on the amount of
such prepayment allocated to reduce the Stated Principal Balances of the 375
Park Avenue Pooled Portion and the 375 Park Avenue Non-Pooled Portion).

            On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Distribution Account that represent Static Prepayment Premiums
actually collected on Loans and/or REO Loans in the Mortgage Pool during the
related Due Period and shall distribute each such Static Prepayment Premium as
follows:

            (iv) a portion of such Static Prepayment Premium shall be
      distributed to the Holders of the Class A-1, Class A-1-A, Class A-2, Class
      A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class
      D, Class E, Class F, Class G, Class H, Class J and Class K 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, and whose denominator is
      the Principal Distribution Amount for such Distribution Date, (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

            (v) 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;

provided, however, that, if such Static Prepayment Premium was collected with
respect to a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then only 50% of such Static Prepayment Premium actually
collected shall be distributable pursuant to clauses (i) and (ii) of this
sentence, and the other 50% of such Static Prepayment Premium shall be
distributed to the Holders of the Class A-Y Certificates, in each case net of a
proportionate share of any Liquidation Fee payable from such Static Prepayment
Premium.

            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(b) 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
Lower-Tier Interest or the Class 375 Certificates shall be deemed to have first
been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect
to the Corresponding Uncertificated Lower-Tier 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 Lower-Tier Interests shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
with respect to such Corresponding Uncertificated Lower-Tier Interests, on a pro
rata basis in accordance with the respective amounts of deemed distributions of
principal made with respect to such Corresponding Uncertificated Lower-Tier
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 the Lower-Tier
REMIC to the Upper-Tier REMIC with respect to such Component's Corresponding
Uncertificated Lower-Tier Interest; and all distributions of Static Prepayment
Premiums and/or Yield Maintenance Charges made on any Distribution Date in
respect of the Class A-Y Certificates shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect to
the Class LA-Y Lower-Tier Interest.

            (c) On any applicable Distribution Date, any Excess Interest
collected during the related Due Period shall be distributed from the Excess
Interest Distribution Account to the Holders of the Class V Certificates.

            (d) 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(e), 4.01(f) 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 Trustee with written wiring
instructions on or 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
Collateral Support Deficit 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 Trustee 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
Depositor, the Master Servicers, the Special Servicers, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (e) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, 30
days 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 the end of the Interest Accrual Period for 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(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee 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 Definitive Certificates shall not have been
surrendered for cancellation, the Trustee, directly or through an agent, shall
take such steps to contact the remaining non-tendering Definitive
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 Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).

            (f) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Sequential Pay 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 Collateral Support Deficit previously
allocated to a Class of Sequential Pay 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. 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 Trustee shall
attempt to contact such prior Holder in the manner contemplated by Section
4.01(e) as if such Holder had failed to surrender its Certificates.

            (g) All payments made on the 375 Park Avenue Loan or subsequently
acquired REO Property, other than amounts distributable in respect of the 375
Park Avenue Loan REMIC Residual Interest pursuant to Section 3.33(a)(xi), shall
be deemed to be distributed from the 375 Park Avenue Loan REMIC to the
Lower-Tier REMIC before distributions are deemed made to the holders of the
Uncertificated Lower-Tier Interests pursuant to Sections 4.01(a) or 4.01(b), and
shall be treated as principal, interest, Prepayment Premium or Yield Maintenance
Charges, as the case may be, based on these characterizations with respect to
the 375 Park Avenue Loan (or related REO Property), except where expressly noted
and, in addition, any payment of principal on or reduction in the Stated
Principal Balance of the 375 Park Avenue Loan shall reduce the Loan REMIC
Balances of the 375 Park Avenue Loan REMIC Regular Interests; provided, that
payments of principal in reduction of the Stated Principal Balance of the 375
Park Avenue Loan shall be applied to reduce the Stated Principal Balances of the
375 Park Avenue Pooled Portion and the 375 Park Avenue Non-Pooled Portion, and
consequently the 375 Park Avenue Loan REMIC Regular Interest A and 375 Park
Avenue Loan REMIC Regular Interest B, as specified in Section 3.33(a). Any
payments on or with respect to the 375 Park Avenue Loan in excess of the
principal, interest, Prepayment Premium or Yield Maintenance Charges
distributable on the 375 Park Avenue Loan REMIC Regular Interests shall be
distributable to the Class R Certificates in respect of the 375 Park Avenue Loan
REMIC Residual Interest as provided in Section 3.33(a). Servicing Fees, Primary
Servicing Fees, Trustee Fees and all other servicing compensation with respect
to the 375 Park Avenue Loan shall be deemed to be paid by the 375 Park Avenue
Loan REMIC.

            Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others. (a) On each Distribution
Date, based solely upon the information regarding the Loans delivered to the
Trustee by the Master Servicers, the Trustee shall prepare and make available,
and, upon request, forward, to any Privileged Person, Bloomberg, L.P., the Trepp
Group, Charter Research Corporation and Intex Solutions, a statement
substantially in the form of and containing the information set forth in,
Exhibit E hereto (the "Statement to Certificateholders"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Loans and the
Mortgaged Properties; provided that the Trustee need not deliver to any
Privileged Person any Statement to Certificateholders that has been made
available to such Person via the Trustee's internet website as provided below;
and provided, further, that the Trustee 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 Statement to Certificateholders shall be deemed to
have agreed to keep confidential the information therein until such Statement to
Certificateholders is filed with the Commission.

            On each Distribution Date, the Trustee shall provide or make
available electronically (or, upon request, by first class mail) to each
Privileged Person each file and report comprising the CMSA Investor Reporting
Package and any other report at the direction of the Depositor, to the extent
received by the Trustee since the prior Distribution Date (or, in the case of
the initial Distribution Date, since the Closing Date); provided 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 such
files and reports shall be deemed to have agreed to keep confidential the
information in any such file or report until such particular file or report is
filed with the Commission.

            The Trustee 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 Servicers provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by a Master Servicer's or Special Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicers, the Special Servicers or the Trustee 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
such Master Servicer, such Special Servicer or the Trustee, as applicable. None
of the Trustee, the Master Servicers or the Special Servicers shall have any
obligation to verify the accuracy or completeness of any information provided by
a Borrower, a third party or each other.

            The Trustee shall make available each month, to the general public,
the related Statement to Certificateholders via its internet website initially
located at "www.ctslink.com". In addition, the Trustee shall make available each
month, via its internet website on a restricted basis solely to Privileged
Persons, (i) the Unrestricted Master Servicer Reports, (ii) the CMSA Bond Level
File, CMSA Loan Periodic Update File, CMSA Loan Setup File and the CMSA
Collateral Summary File, (iii) any other report at the direction of the
Depositor and (iv) as a convenience to the general public (and not in
furtherance of the distribution thereof under the securities laws), the
Prospectus and this Agreement. Upon notification by the Depositor that the
Initial Purchaser has sold the Non-Registered Certificates to unaffiliated third
parties, the Trustee shall remove the restriction provided for in the preceding
sentence and shall make such reports and documents available to the general
public. The Trustee shall also make available each month, on a restricted basis
to any Privileged Person via its internet website, (i) the Restricted Master
Servicer Reports, and (ii) 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 such files and reports shall be deemed to have agreed to keep
confidential any such information that has not been filed with the Commission.

            The Trustee makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.

            In connection with providing access to the Trustee's internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith. Questions regarding the Trustee's internet website can
be directed to the Trustee's CMBS customer service desk at (301) 815-6600 or
such other number as the Trustee may hereinafter specify.

            The Trustee 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 Statement to Certificateholders and may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall make available, and, upon written request,
send to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items set forth on page 2 to Exhibit E hereto and such other
information as may be required to enable such Certificateholder to prepare its
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates held by Persons
other than Holders exempted from the reporting requirements and information
regarding the expenses of the Trust. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

            (b) No less often than on a monthly basis, each Master Servicer and
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Directing Certificateholder regarding the
performance and servicing of the Loans and/or REO Properties for which such
Master Servicer or Special Servicer, as the case may be, is responsible. Each
Master Servicer and Special Servicer shall condition such disclosure upon the
Directing Certificateholder entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it.

            No Master Servicer or Special Servicer shall be required to confirm,
represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from such Master Servicer or
Special Servicer under this Agreement.

            (c) No Master Servicer or Special Servicer shall be required to
conduct research or obtain information that is not available to such Master
Servicer or Special Servicer, as the case may be, in the ordinary course of its
servicing activities hereunder. In addition, no Master Servicer or Special
Servicer shall be required to (i) answer commercially unreasonable questions,
(ii) answer questions relating to matters that extend beyond the scope of its
duties as a Master Servicer or Special Servicer, as applicable, (iii) answer
questions that would, in such Master Servicer's or Special Servicer's sole
discretion, require such Master Servicer or Special Servicer, as the case may
be, to devote an unreasonable amount of time or resources to answer, (iv)
disclose information that would violate the terms of any of the Loan Documents
or applicable law or initiate contact with Borrowers or third parties except in
connection with the ordinary course of its servicing duties hereunder or (v)
express opinions or make recommendations under this Section 4.02(c) (it being
understood that each Master Servicer and Special Servicer may limit its
responses to factual matters). Provision of information pursuant to this Section
4.02(c) by a Master Servicer or Special Servicer shall be subject to Sections
3.26(i) and 3.26(k).

            Section 4.03 P&I Advances. (a) On or before 2:30 p.m. New York City
time on each Master Servicer Remittance Date, each Master Servicer shall (i)
remit to the Trustee for deposit into the Distribution Account (or the 375 Park
Avenue Loan REMIC Distribution Account in the case of the 375 Park Avenue Loan)
from its own funds an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date, (ii) apply amounts
held in such Master Servicer's Collection Account that are not required to be
part of the Available Distribution Amount for such Distribution Date or (iii)
make P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made by such Master Servicer. Any amounts
held in any Master Servicer's Collection Account not required to be a part of
the Available Distribution Amount for such Distribution Date and so used to make
P&I Advances shall be appropriately reflected in such Master Servicer's records
and replaced by such Master Servicer by deposit in such Collection Account on or
before the next succeeding P&I Advance Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made). To
the extent that a Master Servicer fails to make a P&I Advance required to be
made by such Master Servicer hereunder on the Distribution Date (other than a
P&I Advance that such Master Servicer or the Trustee determines is a
Nonrecoverable Advance), the Trustee shall make such P&I Advance unless the
Trustee determines that any such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent the Trustee is required hereunder to make P&I Advances on
the Mortgage Pool, it shall deposit the amount thereof in the Distribution
Account (or the 375 Park Avenue Loan REMIC Distribution Account, as applicable)
on or before 11:00 a.m. New York City time on the related Distribution Date.

            (b) Subject to Sections 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by a Master Servicer with respect to any Distribution
Date shall equal the aggregate of: (i) with respect to the Loans as to which
such Master Servicer is the applicable Master Servicer, all Monthly Payments (in
each case, net of related Primary Servicing Fees, Master Servicing Fees and
Workout Fees, if any), other than Balloon Payments, that were due on such Loans
during any related Due Period and delinquent as of the close of business on the
Determination Date preceding the related Master Servicer Remittance Date; and
(ii) with respect to each Loan as to which such Master Servicer is the
applicable Master Servicer and as to which the related Balloon Payment was due
during or prior to the related Due Period and was delinquent as of the end of
the related Due Period, and also with respect to each successor REO Loan with
respect to a Loan as to which such Master Servicer was the applicable Master
Servicer, any uncollected portion of the Assumed Scheduled Payment (in each
case, net of related Primary Servicing Fees, Master Servicing Fees and Workout
Fees, if any) deemed due thereon during the related Due Period. All P&I Advances
for any Loans that have been modified shall be calculated on the basis of their
terms as modified. Subject to subsection (c) and (e) below, the obligation of
each Master Servicer to make such P&I Advances is mandatory and, with respect to
any Loan or REO Loan, shall continue until the Distribution Date on which the
proceeds, if any, received in connection with a Liquidation Event with respect
thereto are to be distributed. None of the Master Servicers or the Trustee shall
be required or permitted to make P&I Advances as to any Junior Loan.

            (c) Notwithstanding anything herein to the contrary, neither a
Master Servicer nor the Trustee shall be required to make a P&I Advance, if such
Master Servicer or the Trustee determines, in accordance with the definition
thereof, that any such P&I Advance would be a Nonrecoverable Advance. The
Trustee may conclusively rely on any determination of nonrecoverability by the
applicable Master Servicer. No Special Servicer shall be required to make P&I
Advances under this Agreement. On each Determination Date, the applicable
Special Servicer shall report to the applicable Master Servicer such Special
Servicer's determination as to whether any P&I Advance made with respect to any
previous Distribution Date or required to be made with respect to such
Distribution Date with respect to any Specially Serviced Loan or REO Loan is a
Nonrecoverable P&I Advance. A Master Servicer shall be entitled to conclusively
rely on (but shall not be bound by) such determination.

            (d) In connection with the recovery of any P&I Advance out of any
Collection Account pursuant to Section 3.05(a), or out of the Distribution
Account pursuant to Section 3.05(b), the Master Servicer or other party (which
may include the Trustee) that made such P&I Advance shall be entitled to
receive, out of any amounts then on deposit in such Collection Account or
Distribution Account (subject to any limitations pursuant to Section 1.05 and/or
Section 3.05), interest at the Reimbursement Rate in effect from time to time,
accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement; provided that such interest shall not
accrue on any P&I Advance made in respect of a delinquent Monthly Payment until
after the expiration of any applicable grace period relating thereto. Subject to
Section 3.19(e), a Master Servicer shall reimburse itself or the Trustee, as the
case may be, for any outstanding P&I Advance made in respect of any Loan for
which such Master Servicer is the applicable Master Servicer (or in respect of
any successor REO Loan with respect thereto), as soon as practicably possible
after funds available for such purpose are deposited in such Master Servicer's
Collection Account. 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.

            (e) Notwithstanding the foregoing, (i) neither a Master Servicer nor
the Trustee shall be required or permitted to make a P&I Advance for any Junior
Loan or an advance for Penalty Charges, Yield Maintenance Charges, Balloon
Payments or Excess Interest, (ii) the amount required to be advanced in respect
of the interest portion of delinquent Monthly Payments and Assumed Scheduled
Payments on any Loan or REO Loan in the Mortgage Pool that has been subject to
an Appraisal Reduction will equal, with respect to any Distribution Date, the
amount of interest that would be required to be advanced by the applicable
Master Servicer without giving effect to the Appraisal Reduction Amount,
multiplied by a fraction, the numerator of which is equal to the Stated
Principal Balance of such Loan or REO Loan, as the case may be, net of the
Appraisal Reduction Amount (or, in the case of an A Loan or any successor REO
Loan with respect thereto, the portion of the Appraisal Reduction Amount in
respect of the subject Loan Combination allocable to such A Loan or REO Loan, as
the case may be), and the denominator of which is equal to the Stated Principal
Balance of such Loan or REO Loan, as the case may be, for such Distribution
Date, and (iii) if the monthly payment on any Loan has been reduced or the final
maturity extended, in connection with a bankruptcy or similar proceeding
involving the related Borrower or a modification, waiver or amendment granted or
agreed to by the applicable Special Servicer pursuant to Section 3.20, and the
monthly payment due and owing during the extension period is less than the
amount of the Monthly Payments prior to such modification, then the applicable
Master Servicer shall, as to such Loan, advance only the amount of the Monthly
Payment due and owing after taking into account such reduction (net of related
Primary Servicing Fees, Master Servicing Fees and Workout Fees), in the event of
subsequent delinquencies thereon.

            Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Trustee shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this
calculation only, not giving effect to any reductions of the Stated Principal
Balance for payments and other collections of principal on the Mortgage Pool
that were used to reimburse any Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a) and/or Section 3.05(b), other
than payments and other collections of principal used to reimburse
Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts with respect to
Loans and REO Loans as to which a Final Recovery Determination has been made) of
the Mortgage Pool (excluding the 375 Park Avenue Non-Pooled Portion) expected to
be outstanding immediately following such Distribution Date is less than (ii)
then aggregate Certificate Principal Balance of the Sequential Pay Certificates
(other than the Class 375 Certificates) after giving effect to distributions of
principal on such Distribution Date (any such deficit, the "Collateral Support
Deficit"). Any allocation of Collateral Support Deficit to a Class of Sequential
Pay Certificates (other than the Class 375 Certificates) shall be made by
reducing the Class Principal Balance thereof by the amount so allocated. Any
Collateral Support Deficit allocated to a Class of Sequential Pay Certificates
shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Collateral
Support Deficit shall constitute an allocation of losses and other shortfalls
experienced by the Trust Fund. Reimbursement of previously allocated Collateral
Support Deficit will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Class Principal Balance of
the Class of Sequential Pay Certificates in respect of which any such
reimbursement is made.

            (b) On each Distribution Date, the Class Principal Balances of the
Sequential Pay Certificates (other than the Class 375 Certificates) will be
reduced without distribution to the extent of the portion of any Collateral
Support Deficit, if any, allocable to such Certificates with respect to such
Distribution Date. Such reductions shall be allocated among the respective
Classes of Sequential Pay Certificates as follows: first, to the Class S
Certificates, second, to the Class Q Certificates, third, to the Class P
Certificates, fourth, to the Class O Certificates, fifth, to the Class N
Certificates; sixth, to the Class M Certificates; seventh, to the Class L
Certificates; eighth, to the Class K Certificates; ninth, to the Class J
Certificates; tenth, to the Class H Certificates; eleventh, to the Class G
Certificates; twelfth, to the Class F Certificates; thirteenth, to the Class E
Certificates; fourteenth, to the Class D Certificates; fifteenth, to the Class C
Certificates; sixteenth, to the Class B Certificates; seventeenth, to the Class
A-J Certificates; and eighteenth, to the Class A-M Certificates, in each case,
until the remaining Class Principal Balance of each such Class of Certificates
has been reduced to zero. Following the reduction of the Class Principal
Balances of all such Classes to zero, any remaining Collateral Support Deficit
shall be allocated among the Class A-1, Class A-1-A, Class A-2, Class A-3, Class
A-AB and Class A-4 Certificates, pro rata (based upon the Class Principal
Balance of each such Class), until the remaining Class Principal Balances of
such Classes have been reduced to zero. Any Collateral Support Deficit allocated
to a Class of Certificates will be allocated among respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby.

            (c) If, on any Distribution Date, any portion of a Collateral
Support Deficit is allocated to any particular Class of Sequential Pay
Certificates, then such portion of such Collateral Support Deficit shall, on
such Distribution Date, also be deemed allocated to such Class' Corresponding
Uncertificated Lower-Tier Interest(s), in reduction of the related Lower-Tier
Principal Amount(s). If a Class of Sequential Pay Certificates has two or more
Corresponding Uncertificated Lower-Tier Interests, then any portion of a
Collateral Support Deficit allocable to such Corresponding Uncertificated
Lower-Tier Interests, as contemplated by the preceding sentence, shall be so
allocated in the same sequential order that deemed distributions of principal
are to be made on such Corresponding Uncertificated Lower-Tier Interests in
accordance with Section 4.01(a), in each case until the Lower-Tier Principal
Amount of the subject Corresponding Uncertificated Lower-Tier Interest is
reduced to zero.

            (d) On each Distribution Date, immediately following the
distribution to be made on such date pursuant to Section 4.01, the Trustee shall
calculate the amount, if any, by which (i) the Stated Principal Balance of the
375 Park Avenue Loan (or any related REO Mortgage Loan) expected to be
outstanding immediately following such Distribution Date is less than (ii) the
sum of the Stated Principal Balance of the 375 Park Avenue Pooled Portion and
the Certificate Balance of the Class 375 Certificates, respectively, after
giving effect to distributions of principal on such Distribution Date (any such
deficit, the "375 Park Avenue Collateral Support Deficit"). Following each
Servicer Remittance Date, the 375 Park Avenue Collateral Support Deficit will be
allocated as follows: first, to the Class 375-C3 Certificates, until the
remaining Certificate Balance of such Class has been reduced to zero; second, to
the Class 375-B Certificates, until the remaining Certificate Balance of such
Class has been reduced to zero; third, to the Class 375-A Certificates, until
the remaining Certificate Balance of such Class has been reduced to zero; and
then, to the 375 Park Avenue Pooled Portion, until the Stated Principal Balance
thereof has been reduced to zero. Any allocation of 375 Park Avenue Collateral
Support Deficits to any class of the Class 375 Certificates shall be made by
reducing the Certificate Balance thereof by the amount so allocated. Any
allocation of 375 Park Avenue Collateral Support Deficit to the 375 Park Avenue
Pooled Portion shall be made by reducing the Stated Principal Balance thereof by
the amount so allocated, and shall reduce the Loan REMIC Balance of the 375 Park
Avenue Loan REMIC Regular Interest A. Any 375 Park Avenue Collateral Support
Deficit allocated to Class 375 Certificates shall be allocated among the
respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. Any 375 Park Avenue Collateral Support Deficit allocated to
the Class 375 Certificates with respect to a Distribution Date shall reduce the
Lower-Tier Principal Amount of the Class L375 Uncertificated Interests, in
reverse sequential order, as a write off, as applicable, and shall reduce the
Loan REMIC Balance of the 375 Park Avenue Loan REMIC Regular Interest B. The
allocation of 375 Park Avenue Collateral Support Deficits shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund with
respect to the 375 Park Avenue Loan. Any 375 Park Avenue Collateral Support
Deficit allocated to the 375 Park Avenue Pooled Portion shall be treated as a
loss on the related loan consisting of the 375 Park Avenue Pooled Portion and
will result in a Collateral Support Deficit. Reimbursement of previously
allocated 375 Park Avenue Collateral Support Deficits will not constitute
distributions of principal for any purpose and will not result in an additional
reduction in the Certificate Balance of the Class 375 Certificates, the
Lower-Tier Principal Amount of the related Uncertificated Lower-Tier Interests
or the Stated Principal Balance of the 375 Park Avenue Pooled Portion or the 375
Park Avenue Non-Pooled Portion (or Loan REMIC Balances of the 375 Park Avenue
Loan REMIC Regular Interest.

            Any Appraisal Reduction Amount calculated with respect to the 375
Park Avenue Loan will be allocated first to the Class 375-C Certificates, second
to the Class 375-B Certificates and then to the Class 375-A Certificates, in
that order.

            Section 4.05 Allocations of Uncovered Prepayment Interest Shortfall
Amounts. (a) The portion of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any particular Class of Regular
Certificates (other than the Class 375 Certificates and the Class A-Y
Certificates) shall equal the product of:

            (i) the total amount of such Uncovered Prepayment Interest Shortfall
      Amount (exclusive of any portion thereof allocable to the Class A-Y
      Certificates in accordance with the next paragraph), multiplied by

            (ii) a fraction, the numerator of which is the Accrued Certificate
      Interest Amount with respect to the subject Class of Regular Certificates
      for such Distribution Date, and the denominator of which is the aggregate
      Accrued Certificate Interest Amount with respect to all of the Classes of
      Regular Certificates (other than the Class A-Y Certificates) for such
      Distribution Date.

            The portion of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to the Class A-Y Certificates shall
equal the sum of the products obtained by multiplying, in the case of each
Specially Designated Co-op Loan that was the subject of a Prepayment Interest
Shortfall incurred during the related Due Period:

            (iii) the total amount of such Uncovered Prepayment Interest
      Shortfall Amount attributable to such Specially Designated Co-op Loan
      (after reduction for any Compensating Interest or Prepayment Interest
      Excess remitted by Master Servicer No. 2 to offset Prepayment Interest
      Shortfalls incurred during the related Collection Period), multiplied by

            (iv) a fraction, the numerator of which is 0.10%, and the
      denominator of which is the Net Mortgage Rate for such Specially
      Designated Co-op Loan.

            No portion of any Uncovered Prepayment Interest Shortfall Amount for
any Distribution Date that is attributable to a Loan that is not a Specially
Designated Co-op Loan shall be allocable to or reduce interest distributions on
the Class A-Y Certificates.

            Any portion of an Uncovered Prepayment Interest Shortfall Amount for
any Distribution Date that is allocable to the Class A-SP Certificates or the
Class A-X Certificates shall, in turn, be deemed allocated to the respective
Components of such Class of Certificates on a pro rata basis in accordance with
the respective Accrued Component Interest Amounts of such Components for such
Distribution Date.

            (b) Any portion of an Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any Class of Sequential Pay
Certificates with a single Corresponding Uncertificated Lower-Tier Interest
shall be deemed to have first been allocated to such Corresponding
Uncertificated Lower-Tier Interest; any portion of an Uncovered Prepayment
Interest Shortfall Amount for any Distribution Date that is allocable to any
Class of Sequential Pay Certificates with two or more Corresponding
Uncertificated Lower-Tier Interests shall be deemed to have first been allocated
to such Corresponding Uncertificated Lower-Tier Interests, on a pro rata basis
in accordance with their respective Uncertificated Accrued Interest Amounts for
such Distribution Date; any portion of an Uncovered Prepayment Interest
Shortfall Amount for any Distribution Date that is allocable to any Component of
the Class A-SP or Class A-X Certificates shall be deemed to have first been
allocated to the Corresponding Uncertificated Lower-Tier Interest for such
Component; and any portion of an Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to the Class A-Y Certificates shall
be deemed to have first been allocated to the Class LA-Y Lower-Tier Interest.

            (c) Uncovered Prepayment Interest Shortfalls on 375 Park Avenue Loan
shall be applied pro rata to the 375 Park Avenue Pooled Portion and 375 Park
Avenue Non-Pooled Portion, based on their respective accrued interest amounts.

            Section 4.06 Reserved.(a)

            Section 4.07 Grantor Trust Reporting. The parties intend that the
portion of the Trust Fund consisting of Excess Interest and the Excess Interest
Distribution Account shall constitute, and that the affairs of such portion of
the Trust Fund shall be conducted so as to qualify such portion as, a "grantor
trust" under subpart E, Part I of subchapter J of the Code, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of
such intention, the Trustee shall furnish or cause to be furnished to Class V
Certificateholders information returns with respect to income relating to their
share of Excess Interest, and such other information as may be required pursuant
to the Code, and shall file or cause to be filed with the Internal Revenue
Service, such information returns, schedules and other information, together
with Form 1041 or such other form as may be applicable, at the time or times and
in the manner required by the Code.

                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. (a) The Certificates shall consist of
23 Classes with the following respective alphabetic or alphanumeric Class
designations: "A-X," "A-SP," "A-Y," "A-1," "A-1-A," "A-2," "A-3," "A-AB," "A-4,"
"A-M," "A-J," "B," "C," "D," "E," "F," "G," "H," "J," "K," "L," "M," "N," "O,"
"P," "R," "375-A," "375-B," "375-C" 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-6; 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 (other
than the Class A-Y 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 Class A-Y Certificates shall be initially issued as
Definitive Certificates. The Regular Certificates will be issuable only in
denominations corresponding to initial Certificate Principal 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 (or, in the case of the
Interest-Only Certificates, $100,000) and any whole dollar denomination in
excess thereof. The Class R 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 Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee 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 Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113) may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee 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 Trustee 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
Trustee may prescribe; provided that the Trustee shall not be relieved of any of
its duties or responsibilities hereunder as Certificate Registrar by reason of
such appointment. If the Trustee resigns or is removed in accordance with the
terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Certificate Registrar. The Depositor, the Master
Servicers and the Special Servicers 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
Trustee, 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 Trustee 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 Trustee's receipt of
such request). Every Certificateholder, by receiving such access, acknowledges
that neither the Certificate Registrar nor the Trustee 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 Trustee 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, any Master Servicer, either Special Servicer, 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.

            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 Trustee 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 Trustee 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 subject Class of Book-Entry
Certificates, as applicable, to be transferred. Upon delivery to the Trustee of
such certifications and such orders and instructions, the Trustee, 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 subject
Class of Book-Entry Certificates, as applicable, 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 Trustee 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 Trustee 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 subject Class of Book-Entry Certificates, as applicable, to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, 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 subject Class of Book-Entry Certificates,
as applicable, 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
Trustee 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 Trustee 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 Trustee, 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 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, the
Initial Purchaser, the Master Servicers, the Special Servicers 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
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 (or, in the case of a
governmental plan, would result in a similar violation of 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 a governmental plan subject to
Similar Law; or (ii) except in the case of a Class R or Class V Certificate, 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 and Section 4975 of the
Code by reason of Sections I and III of Prohibited Transaction Class Exemption
95-60; or (iii) in the case of a Non-Registered Certificate (other than a Class
R 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, 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, any Exemption-Favored Party, the Depositor, any Mortgage Loan Seller,
any Master Servicer, either Special Servicer, any Primary Servicer, any
Sub-Servicer or any Borrower with respect to Loans constituting more than 5% of
the aggregate unamortized principal of all the 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) or, in the case of
a governmental plan subject to Similar Law, a certification that the purchase
and holding of such Certificate by the governmental plan would not result in a
violation of, or imposition of tax under, such Similar Law; or (v) except in the
case of a Class R or Class V Certificate, a certification of facts and an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee, the Certificate Registrar or the Trust) which otherwise establish to
the reasonable satisfaction of the Trustee that such transfer will not result in
a violation of Sections 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 (or, in
the case of a governmental plan, would not result in a violation of applicable
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 a
governmental plan subject to Similar Law; or (ii) except in the case of a Class
R or Class V Certificate, 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 and Section 4975 of the Code by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if such Certificate is
not a Class R 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, 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 Depositor, any Mortgage Loan Seller, any applicable Master
Servicer, either Special Servicer, any Primary Servicer, any Sub-Servicer or any
Borrower with respect to Loans constituting more than 5% of the aggregate
unamortized principal of all the 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) or, in the case of a governmental plan subject to
Similar Law, a certification that the purchase and holding of such Certificate
by the governmental plan would not result in a violation of, or imposition of
tax under, such Similar Law; or (v) except in the case of a Class R or Class V
Certificate, 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 or Section 4975 of the Code or result in the imposition of an excise tax
under Section 4975 of the Code (or, in the case of a governmental plan, would
not result in a violation of applicable 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 a governmental plan subject to Similar Law; 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 and Section 4975 of the Code (or, in the case of a governmental plan,
would not result in a violation of applicable Similar Law).

            Each person owning a beneficial interest in a Certificate shall be
deemed to represent that neither such Person nor any owner of a five percent or
greater interest in such Person is an employer with employees covered by the
General Electric Pension Trust.

            (d) (i) Each Person who has or acquires any Ownership Interest in a
Class R 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 Trustee 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 Certificate are
expressly subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate shall be a Permitted Transferee and shall
            promptly notify the Trustee 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 Certificate, the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Class R 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 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 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 Trustee 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 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 Certificate and (2)
            not to transfer its Ownership Interest in such Class R Certificate
            unless it provides to the Certificate Registrar and the Trustee 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 Certificate, by purchasing such Ownership Interest, agrees
            to give the Trustee 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 Certificate if it is, or is
            holding an Ownership Interest in a Class R Certificate on behalf of,
            a "pass-through interest holder".

            (ii) (A) If any purported Transferee shall become a Holder of a
      Class R Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R 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
      Certificate. None of the Depositor, the Trustee or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Class R 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.

                  (B) If any purported Transferee shall become a Holder of a
            Class R 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 Certificate as
            described in the preceding paragraph of this clause (d)(ii) shall be
            invalid, illegal or unenforceable, the Trustee shall have the right,
            but not the obligation, to cause the transfer of such Class R
            Certificate to a Permitted Transferee selected by the Trustee on
            such terms as the Trustee may choose, and the Trustee shall not be
            liable to any Person having an Ownership Interest in such Class R
            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 Certificate in accordance with the instructions
            of the Trustee. Such Permitted Transferee may be the Trustee itself
            or any Affiliate of the Trustee.

            (iii) The Trustee 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 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 the sole class
      of residual interests in each Trust REMIC 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 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 Trustee all information in its possession necessary for the
      Trustee to discharge such obligation. The Person holding such Ownership
      Interest shall be responsible for the reasonable compensation of the
      Trustee 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 Trustee 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 the downgrading, withdrawal or
            qualification of the then-current rating assigned by such Rating
            Agency to any Certificate; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee, 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 Trustee or the Trust), to the
            effect that doing so will not (1) cause either Trust REMIC to cease
            to qualify as a REMIC or be subject to an entity-level tax caused by
            the Transfer of any Class R 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 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 Trustee 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 or the Certificate Registrar may require
payment of a sum sufficient to cover any tax, expense 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, an updated copy of
the Certificate Register.

            Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
(exclusive of the Class A-Y 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. Neither the Trustee nor the Certificate
Registrar shall have any responsibility to monitor or restrict the transfer of
any ownership interest in a Book-Entry Certificate transferable through the
book-entry facilities of the Depository.

            (b) Except as expressly provided to the contrary herein, the
Depositor, each Master Servicer, each 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, any Master Servicer, either Special Servicer, the Trustee
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 Trustee 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 Trustee 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 expenses (including the 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 Servicers, the Special Servicers, the Trustee, 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, any Master Servicer, either
Special Servicer, the Trustee, 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 Trustee 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 Trustee and shall specify the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned; provided, however, that the Trustee
shall not knowingly recognize such Person as a Certificate Owner if such Person,
to the knowledge of a Responsible Officer of the Trustee, 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 Trustee 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 (although the
Trustee has no obligation to obtain any such information). The Trustee 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 Trustee.

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.

                                   ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

            Section 6.01 Liability of the Depositor, the Master Servicers and
the Special Servicers. The Depositor, the Master Servicers and the Special
Servicers shall each be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the
Depositor, each Master Servicer and each Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicers or the Special Servicers. (a) Subject to subsection (b)
below, the Depositor, each Master Servicer and each 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 enforceability of the Loans and to perform its
respective duties under this Agreement.

            (b) The Depositor, each Master Servicer and each Special Servicer
may each 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, such Master Servicer or such Special
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, such Master Servicer or such Special Servicer, shall be the successor
of the Depositor, such Master Servicer or such 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, Master Servicer No. 1, Master
Servicer No. 2, Special Servicer No. 1 or Special Servicer No. 2, 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 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,
obtained at the expense of the Person resulting from such merger or
consolidation or succeeding to such business).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Master Servicers, the Special Servicers and Others. (a) None of the
Depositor, the Trustee, any Master Servicer, either 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 holder
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 any
of the Depositor, the Trustee, any Master Servicer and/or either Special
Servicer against any breach of warranties or representations made by such party
herein or any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of negligent disregard of its obligations and duties hereunder. The
Depositor, each Master Servicer, each Special Servicer, the Trustee and any
director, officer, employee or agent of the Depositor, the Trustee, any Master
Servicer or either 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, each Master Servicer, each Special Servicer, the
Trustee 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
amounts on deposit in a Collection Account, the Distribution Account or, if
applicable or a Junior Loan Custodial Account, all as provided in Section 3.04
and Section 3.05, against any loss, liability or expense incurred in connection
with or relating to this Agreement, the Loans, any Junior Loan or the
Certificates (including the distribution or posting of reports or other
information as contemplated by this Agreement), other than any loss, liability
or expense: (i) specifically required to be borne by such party pursuant to the
terms hereof; (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; provided that this provision is in no way
intended to apply to the payment of servicing compensation, the reimbursement of
Advances or the payment of interest on Advances, which the parties hereto
acknowledge are expressly addressed elsewhere in this Agreement; and provided,
further, that this provision is not intended to apply to ordinary expenses
(including allocable overhead) incurred in the customary performance by a Master
Servicer or Special Servicer of its duties hereunder or any expenses that would
not constitute "unanticipated expenses incurred by the REMIC" within the meaning
of Treasury regulations section 1.860G-1(b)(iii).

            (b) None of the Depositor, the Trustee, any Master Servicer or
either 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, any Master Servicer, either Special Servicer or the Trustee
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, such Master Servicer, such Special Servicer and the Trustee shall be
entitled to be reimbursed therefor out of amounts on deposit in a Collection
Account, the Distribution Account or, if applicable, a Junior Loan Custodial
Account, all as provided in Section 3.04 and Section 3.05.

            (c) Each Master Servicer and Special Servicer agrees to indemnify
the Depositor, the Trust Fund and the Trustee, and hold it 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 such Master Servicer or 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 such Master Servicer or 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. Each Master Servicer and
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 X, (iii) the defeasance of any Defeasance Loan or (iv)
any matter involving legal proceeding with a Borrower.

            The Trustee shall immediately notify the applicable Master Servicer
or the applicable Special Servicer, as applicable, if a claim is made by a third
party with respect to this Agreement or the Loans entitling the Trust Fund or
the Trustee to indemnification hereunder, whereupon such 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 a Master Servicer
or Special Servicer, as the case may be, shall not affect any rights that the
Trust Fund or the Trustee may have to indemnification under this Agreement or
otherwise, unless such 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 hereunder.

            The Depositor shall immediately notify the Trustee, the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is
made by a third party with respect to this Agreement or the Loans entitling the
Depositor to indemnification hereunder, whereupon such 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 a 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
such 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 each Master Servicer, each Special
Servicer and the Trustee and any Affiliate, director, officer, 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 applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, shall
immediately notify the Depositor if a claim is made by a third party with
respect to this Agreement or the 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 and the
termination or resignation of the indemnifying party.

            The Trustee agrees to indemnify each Master Servicer, each Special
Servicer and the Depositor and any Affiliate, director, officer, 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 it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
the applicable Master Servicer or the applicable Special Servicer, as
applicable, shall immediately notify the Trustee if a claim is made by a third
party with respect to this Agreement or the Loans entitling it to
indemnification hereunder, whereupon the Trustee 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 shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Trustee'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 Servicers and Special Servicers Not to Resign.
Subject to the provisions of Section 6.02, no Master Servicer or Special
Servicer shall resign from its obligations and duties hereunder except upon (a)
a determination that such party's duties hereunder are no longer permissible
under applicable law or (b) upon the appointment of, and the acceptance of such
appointment by, a successor to the resigning Master Servicer or Special
Servicer, as applicable, and, at the expense of the resigning Master Servicer or
Special Servicer, as applicable, 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 the
then-current ratings assigned by such Rating Agency to any Class of
Certificates. Any such determination permitting the resignation of a Master
Servicer or Special Servicer pursuant to above clause (a) of the preceding
sentence 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 a Master Servicer or Special Servicer shall become effective
until the Trustee or another successor thereto shall have assumed the resigning
Master Servicer's or Special Servicer's, as applicable, responsibilities and
obligations in accordance with Section 7.02. This section shall not apply to any
"deemed resignation" imposed under any other section of this Agreement except to
the extent expressly set forth in that other section.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicers and the Special Servicers. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicers and the Special Servicers
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of a Master Servicer or Special Servicer
hereunder or exercise the rights of a Master Servicer or Special Servicer, as
applicable, hereunder; provided, however, that any such Master Servicer or
Special Servicer shall not be relieved of any of its 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 a
Master Servicer or Special Servicer and is not obligated to supervise the
performance of the Master Servicers or the Special Servicers 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 a Master Servicer to (A) deposit into a
            Collection Account, a Junior Loan Custodial Account, a Servicing
            Account, a Cash Collateral Account or a Lock-Box Account any amount
            required to be so deposited by it pursuant to this Agreement, which
            failure is not cured within two Business Days after such deposit was
            required to be made, or (B) deposit into, or remit to the Trustee
            for deposit into, the Excess Interest Distribution Account, the
            Excess Liquidation Proceeds Account, the Interest Reserve Account or
            the Distribution Account, as applicable, any amount (including a P&I
            Advance or a payment to cover a Prepayment Interest Shortfall)
            required to be so deposited or remitted by it on any Master Servicer
            Remittance Date, which failure is not cured by 11:00 a.m. New York
            City time on the related Distribution Date (and such Master Servicer
            shall pay to the Trustee, for the account of the Trustee, interest
            on such late remittance at the Reimbursement Rate from and including
            the subject Master Servicer Remittance Date to but excluding the
            subject Distribution Date), or (C) make any Servicing Advance
            required to be made by it pursuant to this Agreement, which failure
            remains uncured for 15 days (or such shorter time as is necessary to
            avoid the lapse of any required Insurance Policy or the foreclosure
            of any tax lien on the related Mortgaged Property; or

                  (ii) any failure by a Special Servicer to deposit into, or to
            remit to the applicable Master Servicer for deposit into, a
            Collection Account, a Junior Loan Custodial Account, a Servicing
            Account or an REO Account, or to deposit into, or to remit to the
            Trustee for deposit into, the Distribution Account any amount
            required to be so deposited or remitted by such Special Servicer
            pursuant to the terms of this Agreement, which failure is not cured
            within two Business Days after such deposit or remittance was
            required to be made, provided, however, that if a Special Servicer
            fails to make any deposit or remittance so required to be made by
            such Special Servicer, and the applicable Master Servicer is
            required to make an Advance for such amount, such Special Servicer
            shall pay to the applicable Master Servicer for deposit into the
            applicable Collection Account, interest on such late deposit or
            remittance at the Prime Rate from and including the date such
            payment was due until the date such payment was actually made; or

                  (iii) any failure on the part of a Master Servicer or Special
            Servicer to duly observe or perform in any material respect any
            other of the covenants or agreements on the part of such Master
            Servicer or Special Servicer, as the case may be, contained in this
            Agreement which continues unremedied for a period of 30 days (15
            days in the case of a failure to pay the premium for any Insurance
            Policy required to be maintained hereunder) after the date on which
            written notice of such failure, requiring the same to be remedied,
            shall have been given to such Master Servicer or Special Servicer,
            as the case may be, by any other party hereto and, with respect to
            any Loan Combination, by any related Junior Loan Holder, as
            applicable, or to such Master Servicer or Special Servicer, as the
            case may be, the Depositor and the Trustee by the Holders of
            Certificates of any Class evidencing, as to such Class, Percentage
            Interests aggregating not less than 25%; provided, however, that,
            with respect to any such failure which is not curable within such
            30-day period or 15 day period, as applicable, such Master Servicer
            or Special Servicer, as the case may be, shall have an additional
            cure period of 30 days to effect such cure so long as such Master
            Servicer or Special Servicer, as the case may be, has commenced to
            cure such failure within such initial 30-day period or 15 day
            period, as applicable, and has diligently pursued, and is continuing
            to pursue, a full cure; or

                  (iv) any breach on the part of a Master Servicer or a Special
            Servicer of any representation or warranty contained in Section 3.23
            or Section 3.24, as applicable, which materially and adversely
            affects the interests of any Class of Certificateholders and which
            continues unremedied for a period of 30 days after the date on which
            notice of such breach, requiring the same to be remedied, shall have
            been given to such Master Servicer or Special Servicer, as the case
            may be, by any other party hereto and, with respect to any Loan
            Combination, by any related Junior Loan Holder, as applicable, or to
            such Master Servicer or Special Servicer, as the case may be, the
            Depositor and the Trustee by the Holders of Certificates of any
            Class evidencing, as to such Class, Percentage Interests aggregating
            not less than 25%; provided, however, that with respect to any such
            breach which is not curable within such 30-day period, such Master
            Servicer or Special Servicer, as the case may be, shall have an
            additional cure period of 30 days to effect such cure so long as
            such Master Servicer or Special Servicer, as the case may be, has
            commenced to cure such breach within the initial 30-day period and
            has diligently pursued, and is continuing to pursue, a full cure; or

                  (v) a decree or order of a court or agency or supervisory
            authority having jurisdiction in the premises in an involuntary case
            under any present or future federal or state bankruptcy, insolvency
            or similar law for the appointment of a conservator, receiver,
            liquidator, trustee or similar official in any bankruptcy,
            insolvency, readjustment of debt, marshaling of assets and
            liabilities or similar proceedings, or for the winding-up or
            liquidation of its affairs, shall have been entered against a Master
            Servicer or a Special Servicer and such decree or order shall have
            remained in force undischarged or unstayed 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, such Master Servicer or Special Servicer, as the case may
            be, shall have an additional period of 30 days to effect such
            discharge, dismissal or stay so long as it 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;

                  (vi) a Master Servicer or Special Servicer shall consent to
            the appointment of a conservator, receiver, liquidator, trustee or
            similar official in any bankruptcy, insolvency, readjustment of
            debt, marshaling of assets and liabilities or similar proceedings of
            or relating to such Master Servicer or Special Servicer or relating
            to all or substantially all of its property; or

                  (vii) a Master Servicer or Special Servicer shall admit in
            writing its inability to pay its debts generally as they become due,
            file a petition to take advantage of any applicable bankruptcy,
            insolvency or reorganization statute, make an assignment for the
            benefit of its creditors, voluntarily suspend payment of its
            obligations or take any corporate action in furtherance of the
            foregoing; or

                  (viii) such master servicer is no longer listed on S&P's
            Select Servicer List as a U.S. Commercial Mortgage Master Servicer
            (or, with respect to NCB, FSB, as a U.S. Commercial Mortgage
            Servicer), or such special servicer is no longer listed on S&P's
            Select Servicer List as a U.S. Commercial Mortgage Special Servicer,
            and any of the ratings assigned by S&P to any Certificates have been
            qualified, downgraded or withdrawn in connection with such
            delisting, and that master servicer or special servicer, as the case
            may be, is not reinstated to such status within 60 days; or

                  (ix) a servicing officer of the Master Servicer or the Special
            Servicer obtains actual knowledge that Fitch has (a) qualified,
            downgraded or withdrawn any rating then assigned by it to any class
            of series 2005-C5 certificates, or (b) placed any class of series
            2005-C5 certificates on "watch status" in contemplation of possible
            rating downgrade or withdrawal (and that "watch status" placement
            has not have been withdrawn by it within 60 days of such servicing
            officer obtaining such knowledge), and, in either case, cited
            servicing concerns with the Master Servicer or the Special Servicer
            as the sole or a material factor in such rating action.

            When a single entity acts in two or more of the capacities of Master
Servicer No. 1, Master Servicer No. 2, Special Servicer No. 1 and Special
Servicer No. 2, an Event of Default (other than an event described in clauses
(viii) and (ix) above) in one capacity shall constitute an Event of Default in
all such capacities.

            If any Event of Default shall have occurred with respect to a Master
Servicer or a Special Servicer and a Responsible Officer has actual knowledge of
such Event of Default, the Trustee shall provide notice of such Event of Default
to each affected Junior Loan Holder.

            (b) If any Event of Default with respect to a 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, the Certificate Registrar and, with respect to any 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 Loans and the
Junior Loans and the proceeds thereof; provided, however, that the Defaulting
Party shall be entitled to the payment of any and all compensation, indemnities
and reimbursements accrued by or owing to it on or prior to the date of such
termination, as well as such similar amounts due to it thereafter, if any,
including (subject to reduction in accordance with Section 3.11(a)) with respect
to the related Excess Servicing Strip and Assignable Primary Servicing Fees (in
the case of a Master Servicer), as provided for under this Agreement for
services rendered and expenses incurred.

            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 Loans, the Junior Loans 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 Loans and the Junior Loans and related
documents, or otherwise.

            Each Master Servicer and each Special Servicer agrees 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 such Master Servicer's or Special Servicer's, as the case may
be, functions hereunder, and shall reasonably cooperate with the Trustee in
effecting the termination of such Master Servicer's or 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 such Master Servicer to the applicable Collection Account
or any Junior Loan Custodial Account, Servicing Account, Cash Collateral Account
or Lock-Box Account or by such Special Servicer to the applicable REO Account,
as the case may be, or thereafter be received with respect to any Loan, any
Junior Loan or any REO Property (provided, however, that such Master Servicer or
Special Servicer, as the case may be, 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 a terminated Master Servicer) or
otherwise, as well as amounts due to it thereafter, if any, and it and its
Affiliates, directors, partners, members, managers, shareholders, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such termination).

            (c) The Holder or Holders of Certificates more than 50% of the Class
Principal Balance of the Controlling Class shall, subject to the provisions of
the following paragraph, be entitled to terminate the rights and obligations of
either Special Servicer under this Agreement, with or without cause, upon 10
Business Days' notice to the Master Servicers, the Special Servicers 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 (such writing to be
obtained by and at the expense of such Holders), the proposed replacement of a
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 attached hereto as Exhibit R, 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, the form of which is attached hereto as Exhibit I,
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. Such
terminated Special Servicer shall take all reasonable actions necessary to
promptly transfer its rights and obligations hereunder to its successor.

            No penalty or fee shall be payable to a 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 Persons who effected such termination, if the termination was
without cause, and otherwise by the terminated Special Servicer.

            If the Controlling Class Certificates are held in book-entry form,
then the related Certificate Owners with beneficial interests in Controlling
Class Certificates representing more than 50% of the Class Principal Balance of
the Controlling Class, may exercise the same rights set forth above in this
Section 7.01(c) to which they would otherwise be entitled if they were
Certificateholders.

            (d) Reserved.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time a Master Servicer or 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 in accordance with the
requirements of this Agreement, the Trustee shall be and become the successor to
such Master Servicer or Special Servicer, as the case may be, in all respects in
its capacity as a Master Servicer or Special Servicer, as applicable, 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 such 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 a 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 a Special Servicer. The
Trustee in its capacity as successor to a Master Servicer or Special Servicer
shall not be liable for any of the representations and warranties of such Master
Servicer or Special Servicer, as the case may be, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer, as the case may be, or for any losses incurred by
the predecessor Master Servicer or Special Servicer, as the case may be,
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to
purchase any Loan hereunder.

            As compensation therefor, the Trustee as a successor Master Servicer
shall be entitled to all Master Servicing Fees and other compensation relating
to the applicable Loans, Junior Loans and REO Loans to which the predecessor
Master Servicer would have been entitled to if such Master Servicer had
continued to act hereunder, including but not limited to any income or other
benefit from any Permitted Investment of funds in a Master Servicer Account
maintained thereby pursuant to Section 3.06), and as successor to a Special
Servicer shall be entitled to the Special Servicing Fees to which the
predecessor Special Servicer would have been entitled if such Special Servicer
had continued to act hereunder. Notwithstanding the foregoing, the Trustee shall
not (subject to Section 3.11(a)) be entitled to receive any Excess Servicing
Strip or Assignable Primary Servicing Fees. If the Trustee succeeds to the
capacity of a Master Servicer or Special Servicer hereunder, the Trustee shall
be afforded the same standard of care and liability hereunder as such Master
Servicer or Special Servicer, as the case may be, notwithstanding anything in
Section 8.01 to the contrary, but only with respect to actions taken by it in
its role as a successor Master Servicer or successor Special Servicer as the
case may be, and not with respect to its role as Trustee hereunder.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to a Master Servicer or Special Servicer, as the case may
be, or shall, if it is unable to so act or if the Trustee is not approved as a
servicer or special servicer, as applicable, by each Rating Agency, or if the
Holders of Certificates entitled to at least 51% 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 hereunder to the
departing Master Servicer or Special Servicer, as applicable, in the assumption
of all or any part of the responsibilities, duties or liabilities of such Master
Servicer or Special Servicer, as the case may be, hereunder. No appointment of a
successor to a Master Servicer or Special Servicer under this Section 7.02 shall
be effective until (i) 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) the assumption in writing by the successor to such Master Servicer or
Special Servicer, as the case may be, of all the responsibilities, duties and
liabilities as a Master Servicer or Special Servicer, as the case may be,
hereunder that arise thereafter. Pending the appointment of a successor to a
Master Servicer or Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided.

            In connection with such appointment and assumption of a successor to
a 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 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; 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 Servicers, the Special Servicers and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any reasonable 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 a Master Servicer or Special Servicer pursuant to Section 6.04,
any termination of a Master Servicer or Special Servicer pursuant to Section
7.01 or any appointment of a successor to a Master Servicer or Special Servicer
pursuant to Section 7.02, the Trustee 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 Trustee 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) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii) a Responsible Officer of the Trustee shall transmit by mail to
the Depositor, all Certificateholders and, to the extent that a Responsible
Officer of the Trustee has actual knowledge of the identities thereof, 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 under clause (i) or (ii) of Section 7.01(a) may only be waived by 100%
of the Certificateholders of the affected Classes and the Trustee. 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 a Master Servicer fails to fulfill
its obligations hereunder to make any Advances, the Trustee shall perform such
obligations (x) within one Business Day of such failure (a failure only
occurring after the Master Servicer's cure period under Section 7.01(a)(i)(C)
has expired) by such Master Servicer with respect to Servicing Advances to the
extent a Responsible Officer of the Trustee has been notified in writing or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure with respect to such Servicing Advances and (y) by 1:00 p.m., 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 applicable Master Servicer's rights with respect to Advances
hereunder, including, without limitation, such Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be; provided, however, that if
Advances made by both the Trustee and a 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 applicable 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

            Section 8.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiving of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. 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, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee 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 shall make a request to the responsible party to
have the instrument corrected. The Trustee 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, any Master
Servicer or either Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee 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 and, in the absence of bad faith
      on the part of the Trustee, the Trustee 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) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not 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 exercising any
      trust or power conferred upon the Trustee, 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 a 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, and (C) to confirm or verify the contents of any reports or
      certificates of any Master Servicer or either 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. Except as
otherwise provided in Section 8.01:

            (i) The Trustee 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 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) The Trustee shall be under no 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 reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee 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 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 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 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 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, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity to
      its satisfaction from such Holders against such cost, expense or liability
      as a condition to taking any such action; The reasonable expense of every
      such reasonable examination shall be paid by the applicable Master
      Servicer or, if paid by the Trustee, shall be repaid by the applicable
      Master Servicer upon demand;

            (vi) The Trustee 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 of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee 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 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 may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the any Master Servicer, either Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as a Master Servicer, a
      Special Servicer or the Directing Certificateholder, as the case may be)
      or of the Depositor; and

            (ix) The Trustee 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 Not Liable for Validity or Sufficiency of
Certificates or Loans. The recitals contained herein and in the Certificates,
other than the acknowledgments and expressed intentions of the Trustee in
Sections 2.01, 2.02, 2.04 and 10.07 and the representations and warranties of
the Trustee in Section 8.13, shall be taken as the statements of the Depositor,
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee does not make any representations as to the validity or sufficiency of
this Agreement or of any Certificate or of any Loan or related document. The
Trustee 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 Loans to the Trust Fund, or any funds deposited in or
withdrawn from any Collection Account or any other account by or on behalf of
the Depositor, any Master Servicer or either Special Servicer. The Trustee 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, any Master Servicer or either Special Servicer, and accepted by the
Trustee, in good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates. The Trustee in its
individual capacity and not as Trustee, may become the owner or pledgee of
Certificates, and may deal with the Depositor, any Master Servicer, either
Special Servicer, the Initial Purchaser and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee.

            Section 8.05 Fees and Expenses of Trustee; Reimbursements and Other
Payments to Trustee. (a) As compensation for the performance of its duties, the
Trustee shall be paid the Trustee Fee, equal to one month's interest at the
Trustee Fee Rate on the Stated Principal Balance of each Loan and REO Loan in
the Mortgage Pool, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee. With respect to each Loan and REO Loan in
the Mortgage Pool, the Trustee Fee shall accrue from time to time on the same
interest accrual basis (i.e., either an Actual/360 Basis or a 30/360 Basis, as
applicable) as is applicable to such Loan or REO Loan, as the case may be. The
Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee 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), the Trustee shall not refuse to perform any of its duties hereunder
solely as a result of the failure to be paid the Trustee Fee or the Trustee's
expenses. Notwithstanding the foregoing, this Section 8.05(b) shall not apply to
the reimbursement of Advances or the payment of interest thereof, it being
acknowledged that such reimbursement and/or payment is otherwise expressly
provided for herein.

            Section 8.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be, and will be required to resign if it fails to
be, (i) a corporation, national bank, trust company or national 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, any Master Servicer or either Special
Servicer (except during any period when the Trustee is acting as, or has become
successor to, a Master Servicer or 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 Fitch (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, national 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, national 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. In the event the place of
business from which the Trustee administers the Trust REMICs is in a state or
local jurisdiction that imposes a tax on the Trust Fund on the net income of a
REMIC (other than a tax corresponding to a tax imposed under the REMIC
Provisions), the Trustee shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust Fund or (iii) administer the Trust REMICs from a state and
local jurisdiction that does not impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee. (a) The Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Depositor, the Master Servicers, the
Special Servicers and all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicers, in their reasonable discretion, and 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
the 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 Servicers, the Special Servicers, the Certificateholders
and the Junior Loan Holders by the Depositor. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee. The resigning
Trustee 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

            (b) If at any time the Trustee 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 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 any of the Master Servicers, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and appoint a successor trustee acceptable to
the Master Servicers 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 the
then-current ratings then assigned thereby to the Certificates), by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicers, the Special Servicers, the Certificateholders
and the Junior 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 and appoint a successor trustee
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 Master Servicer No. 1, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicers and the
remaining Master Servicers and Certificateholders by Master Servicer No. 1. The
Trustee shall be reimbursed for all 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 is removed without
cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            Section 8.08 Successor Trustee. (a) Any successor Trustee appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicers, the Special Servicers and to its predecessor
Trustee, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, shall become effective and
such successor Trustee, 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
herein. The predecessor Trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder, and
the Depositor, the Master Servicers, the Special Servicers and the predecessor
Trustee 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 all such rights, powers, duties and obligations, and to enable
the successor Trustee to perform its obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
or shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, Master Servicer No. 1 shall mail notice of the
succession of such Trustee hereunder to the Depositor, the Special Servicers,
the remaining Master Servicers and the Certificateholders. Each Master Servicer
shall mail a copy of such notice to each holder of a Junior Loan as to which
such Master Servicer is the applicable Master Servicer. If any Master Servicers
shall fail to so mail such notice or a copy thereof, as applicable, within 10
days (or, in the case of a mailing to a Junior Loan Holder, 20 days) after
acceptance of appointment by the successor Trustee, such successor Trustee shall
cause such notice to be mailed at the expense of the defaulting Master Servicer.

            Section 8.09 Merger or Consolidation of Trustee. Any Person into
which the Trustee 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 shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee, hereunder (provided that, in the case of the
Trustee, 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
Servicers 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 Master Servicers
and the Trustee may consider necessary or desirable. If a Master Servicer shall
not have joined in such appointment within 15 days after the receipt by it or
them, as applicable, of a request to do so, or in case an Event of Default shall
have occurred and be continuing, the Trustee (together with the joining Master
Servicer(s) or, if none of the Master Servicers have so joined, 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 a Master Servicer or 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 Appointment of Custodians. The Trustee may 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 the Trustee shall inform
the Master Servicers 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, any Mortgage Loan Seller or any Affiliate of
the Depositor 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 8.12 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 Trustee 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 Trustee, the Depositor
promptly shall inform the Trustee of such event and shall deliver to the Trustee
a copy of the private placement memorandum or disclosure document, as revised,
amended or supplemented.

            The Trustee 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 Certificateholder,
Certificate Owner or prospective purchaser of a Certificate or any interest
therein, the Depositor, the Master Servicers, the Special Servicers, the
Directing Certificateholder, any Rating Agency, the Underwriters, with respect
to any Loan Combination, the related Junior Loan Holder(s), or any other Person
to whom the Trustee believes such disclosure is appropriate, originals or copies
of the following items to the extent such documents have been delivered to the
Trustee: (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 Trustee and (ii)
in all cases, (A) this Agreement and any amendments hereto entered into pursuant
to Section 10.01, (B) 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, (C) all Officer's Certificates
delivered to the Trustee since the Closing Date pursuant to Section 3.13, (D)
all accountants' reports delivered to the Trustee since the Closing Date
pursuant to Section 3.14, (E) any and all modifications, waivers and amendments
of the terms of a Loan or Junior Loan entered into by a Master Servicer or a
Special Servicer and delivered to the Trustee pursuant to Section 3.20 (but only
for so long as the affected Loan is part of the Trust Fund), (F) any and all
Officer's Certificates delivered to the Trustee to support a 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, (G) any and all of the Loan Documents contained in the Mortgage File,
(H) information provided to the Trustee regarding the occurrence of Servicing
Transfer Events as to the Loans, and (I) any and all Sub-Servicing Agreements
provided to the Trustee and any amendments thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee 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, 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 Trustee 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 8.12(a)), each
of the Master Servicers and the Trustee 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 Loan
Combination, the related Junior Loan Holder(s), as well as certain additional
information received by any Master Servicer or the Trustee, as the case may be,
to any Certificateholder, the Underwriters, the Initial Purchasers, any
Certificate Owner, any Junior Loan Holder or any prospective investor identified
as such by a Certificateholder, a Certificate Owner, the Underwriters, the
Initial Purchaser or, with respect to any Loan Combination, a related Junior
Loan Holder, that requests such reports or information; provided that the
applicable Master Servicer or the Trustee, as the case may be, 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 Loan Combination.

            (c) With respect to any information furnished by the Trustee or any
Master Servicer pursuant to this Agreement, the Trustee or such Master Servicer,
as the case may be, shall be entitled to indicate the source of such information
and the Trustee or such Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the applicable
Master Servicer, as applicable, shall notify Certificateholders, Certificate
Owners and, with respect to any Loan Combination, the related Companion Loan
Holder(s) and/or Junior Loan Holder(s), as applicable, 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 in this
Section 8.12, the Trustee or the applicable Master Servicer, as the case may be,
may require: (i) in the case of Certificateholders and Certificate Owners and
the Directing Certificateholder, a confirmation executed by the requesting
Person substantially in the form of Exhibit S attached hereto or otherwise in
form and substance reasonably acceptable to such Master Servicer or the Trustee,
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 an investment
advisor representing such Person, confirmation executed by the requesting Person
substantially in the form of Exhibit S attached hereto or otherwise in form and
substance reasonably acceptable to the Trustee or the applicable Master
Servicer, as the case may be, generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein or an 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. None of the Master Servicers or the Trustee shall
be liable for the dissemination of information in accordance with this
Agreement.

            Section 8.13 Representations, Warranties and Covenants of the
Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the
Master Servicers and the Special Servicers and for the benefit of the
Certificateholders and the Junior 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.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Loans. (a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicers, the Special Servicers and the Trustee (other than the
obligations of the Trustee 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 Trustee and required hereunder to be so paid on the Distribution
Date following the earliest to occur of (i) the purchase (in the manner provided
for in Section 9.01(b)) by the Holders of a majority of the Percentage Interests
of the Controlling Class, Special Servicer No. 2, Master Servicer No. 1, Master
Servicer No. 2 or Special Servicer No. 1 of all the Loans and each REO Property
remaining in the Trust Fund at a price equal to (A) the sum of (1) the aggregate
Purchase Price of all the Loans (exclusive of REO 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 applicable Master
Servicer(s), the applicable Special Servicer(s) and the Trustee), minus (B) if
the purchaser is a Master Servicer or Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable to such Person (which items shall be deemed to have been
paid or reimbursed to such Master Servicer or Special Servicer, as the case may
be, in connection with such purchase), (ii) the exchange by the Sole
Certificateholder pursuant to the terms of subsection (c), (iii) the
Distribution Date in October 2039 and (iv) the final payment or other
liquidation (or any advance with respect thereto) of the last Loan or REO
Property remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the earlier of (i) the Rated Final
Distribution Date and (ii) 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.

            (b) The Holders of a majority of the Percentage Interests of the
Controlling Class, Special Servicer No. 2, Master Servicer No. 1, Master
Servicer No. 2 and Special Servicer No. 1, in that order of preference at its
(or their) option, may each elect to purchase all of the Loans and each REO
Property remaining in the Trust Fund as contemplated by clause (i) of Section
9.01(a), by giving written notice to the Trustee and the other parties hereto
(and NCB, FSB if it is not then a Master Servicer) no later than 60 days prior
to the anticipated date of purchase; provided, however, that the aggregate
Stated Principal Balance of the Mortgage Pool is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Loans set forth in the Preliminary
Statement; and provided, further, that within 30 days after written notice of
such election is so given, no Person with a higher right of priority to make
such an election does so; and provided, further, that if any of the Holders of a
majority of the Percentage Interests of the Controlling Class, Special Servicer
No. 2, Master Servicer No. 1, Master Servicer No. 2 (if not then NCB, FSB) or
Special Servicer No. 1 makes such an election, then NCB, FSB will have the
option, by giving written notice to the other parties hereto and to the Holders
of the Controlling Class no later than 30 days prior to the anticipated date of
purchase, to purchase all of the Group B Loans and each related REO Property
remaining in the Trust Fund, and the electing party will then have the option to
purchase all of the other Loans and other REO Properties remaining in the Trust
Fund. It is agreed that NCB, FSB (if it is not then a Master Servicer at the
time of the anticipated purchase) is a third-party beneficiary of the provisions
of this paragraph.

            If all of the Loans and each REO Property remaining in the Trust
Fund are to be purchased in accordance with the preceding paragraph, the party
or parties effecting such purchase shall remit to the Trustee 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 above-described
purchase 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 respective Collection Accounts and (ii) any respective portion
thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the Master
Servicers shall remit to the Trustee for deposit in the Distribution Account all
amounts required to be transferred thereto on such Master Servicer Remittance
Date from their respective Collection Accounts pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in their
respective Collection Accounts that would otherwise be held for future
distribution. Upon confirmation that such final deposits have been made, the
Trustee shall release or cause to be released to the party or parties effecting
the purchase of all of the Loans and each REO Property remaining in the Trust
Fund, the Mortgage Files for the remaining Loans purchased thereby, and the
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the party or parties effecting the purchase of all of the
Loans and each REO Property remaining in the Trust Fund, as applicable, as shall
be necessary to effectuate transfer of the Loans and REO Properties remaining in
the Trust Fund and its rights under the related Mortgage Loan Purchase
Agreement(s).

            (c) Following the date on which the aggregate of the Class Principal
Balances of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class K Certificates are reduced to zero, the Sole
Certificateholder shall have the right to exchange all of its Certificates
(other than the Class V and Class R Certificates) for all of the Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the
Class V and Class R Certificates) for all of the Loans and each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole
Certificateholder, not later than the Master Servicer Remittance Date related to
the Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the respective Collection Accounts an aggregate amount
in immediately available funds equal to all amounts due and owing to the
Depositor, the Master Servicers, the Special Servicers and the Trustee hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from
the Collection Accounts, or an escrow account acceptable to the respective
parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the
Distribution Account pursuant to Section 3.05(b), but only to the extent that
such amounts are not already on deposit in the Collection Accounts. In
connection therewith, the holders of the Class 375 Certificates shall
simultaneously surrender such certificates in exchange for a junior
participation or junior note in the 375 Park Avenue Loan which is substantially
similar in all material respects to the Class 375 Certificates, provided that
after the termination there will no longer be any advances made on such
participation or note. In addition, the Master Servicers shall remit to the
Trustee for deposit into the Distribution Account all amounts required to be
transferred to the Distribution Account on such Master Servicer Remittance Date
from their respective Collection Accounts pursuant to Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender
of all its Certificates (other than the Class V and Class R Certificates) on the
Final Distribution Date, the Trustee shall, upon receipt of a Request for
Release from each Master Servicer as to the Loans for which it is the applicable
Master Servicer and any related REO Properties, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for
the remaining Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Loans and REO Properties remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with Section 9.02.
For federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the Lower-Tier REMIC and the holders of the Class
375 Certificates shall be deemed to have purchased the assets of the 375 Park
Avenue Loan REMIC for an amount equal to the remaining aggregate Certificate
Principal Balance of its respective Certificates (other than the Class V and
Class R Certificates), plus accrued, unpaid interest with respect thereto, and
the Trustee shall credit such amount against amounts distributable in respect of
such Certificates. The remaining Loans and REO Properties are deemed distributed
to the Sole Certificateholder in liquidation of the Trust Fund pursuant to
Section 9.02.

            For purposes of this Section 9.01, the 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.

            In connection with any exchange of Certificates for Loans and/or REO
Properties contemplated by this Section 9.01(c) and a corresponding termination
of the Trust Fund, the Holders of the Class V and Class R Certificates shall
likewise surrender their Certificates.

            (d) Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the Junior
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 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 P&I Advance 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
Trustee or such other location therein designated.

            (e) Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee 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) and
4.01(g). 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(e). Upon any termination pursuant to this Section 9.01, any
Excess Liquidation Proceeds remaining in the Excess Liquidation Proceeds Reserve
Account shall be distributed to the holders of the Class R Certificates.

            Section 9.02 Additional Termination Requirements. (a) If any one or
more of the Persons specified in Section 9.01 purchases all of the Loans and
each REO Property remaining in the Trust Fund or the Sole Certificateholder
causes the distribution of all the property of 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 Trust REMIC, within the meaning of Section 860F(a)(4) of
the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Trust REMIC'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 either (A) sell all of the assets of the 375 Park Avenue Loan REMIC
      and the Lower-Tier REMIC (other than the 375 Park Avenue Loan REMIC
      Regular Interests, which shall be liquidated), which shall be liquidated
      to Person(s) purchasing all of the Loans and each REO Property remaining
      in the Trust Fund pursuant to Section 9.01 for cash or (B) distribute all
      such assets to the Sole Certificateholder on the designated exchange date
      in exchange for its Certificates; and

            (iii) immediately following the making of the final payment on the
      375 Park Avenue Loan REMIC Regular Interests, the Uncertificated
      Lower-Tier Interests and the Regular Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, all cash on
      hand in the Trust Fund (other than cash retained to meet claims) to the
      Holders of the Class R Certificates any amounts remaining in the Trust
      REMICs, and each Trust REMIC shall terminate at that time.

            (b) Notwithstanding the foregoing, the 375 Park Avenue Loan REMIC
shall be liquidated upon a repurchase of the 375 Park Avenue Loan, respectively,
from the Trust Fund as a result of a repurchase upon a breach of a
representation or warranty with respect to the 375 Park Avenue Loan set forth in
the Mortgage Loan Purchase Agreement, and the date of such repurchase shall be
specified in the 375 Park Avenue Loan REMIC's final federal income tax return as
the date of adoption of a plan of complete liquidation of such REMIC.

            (c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each Trust REMIC, which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 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 Junior 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,
each Master Servicer and each 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 Trustee, 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 any Trust REMIC or the Grantor Trust portion of the Trust Fund
at least from the effective date of such amendment, or (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 any
Trust REMIC or the portion of the Trust Fund that constitutes the Grantor Trust,
(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), (vii) to avoid the downgrading,
withdrawal or qualification of then-current rating assigned by a Rating Agency
to any Class of Certificates, or (viii) to allow any Mortgage Loan Seller and
its Affiliates to obtain accounting "sale" treatment for the Loans sold by such
Mortgage Loan Seller to the Depositor under FAS 140; provided that no such
amendment may significantly change the activities of the Trust in a manner that
would adversely affect the Trust's status as a "qualifying special purpose
entity" for purposes of FAS 140; and provided, further, that any such amendment
for the specific purposes described in clause (iii), (iv), (vii) or (viii) above
shall not adversely affect in any material respect the interests of any
Certificateholder, any Junior Loan Holder or any third-party beneficiary to this
Agreement or any provision hereof, as evidenced by the Trustee's receipt of an
Opinion of Counsel to that effect or, alternatively, in the case of any
particular Certificateholder, Junior Loan Holder or third-party beneficiary, an
acknowledgment to that effect from such Person or, alternatively, in the case of
a Class of Certificates rated by either or both of the Rating Agencies, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in the downgrading, withdrawal or qualification of
the then-current rating assigned by such Rating Agency to such Class of
Certificates; and provided, further, that with respect to any such amendment for
the specific purposes described in clause (iii) above, the Trustee shall receive
written confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in a downgrade, withdrawal or qualification of the
then-current rating assigned by such Rating Agency to any Class of 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 Loans and/or REO Properties which are required to be distributed on
any Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates or the interests of any Junior 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 Junior Loan Holder,
(iii) modify the provisions of this Section 10.01 or the definition of
"Servicing Standard," without the consent of the Holders of all Certificates
then outstanding and the consent of all the holders of Junior Loans, (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 (except as contemplated by clause (iv) of the
prior sentence), for purposes of the giving or withholding of consents pursuant
to this Section 10.01, 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 Master Servicers and the Special Servicers shall not consent to any
amendment to this Agreement unless each of them shall first have received from
the party requesting the amendment 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 any Trust REMIC or adversely affecting the remaining portion of the
Trust Fund as a Grantor Trust or result in a tax on such Grantor Trust.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder, Junior Loan Holder and Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 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 Trustee may prescribe.

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 10.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 10.01(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 10.01(a) or (c) shall be payable out of
the Distribution Account.

            (h) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that this Agreement may not be amended
in any manner that is reasonably likely to have a material adverse effect on the
Junior Loan Holders without first obtaining the written consent of those
parties. The applicable Master Servicer may obtain, and each of the Master
Servicers may rely upon, an Opinion of Counsel to the effect that such action
will not adversely affect in any material respect the interests of the Junior
Loan Holders.

            Section 10.02 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 Master Servicer No. 1 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 such recordation is for the benefit of a Junior
Loan Holder, by such Junior Loan Holder, as the case may be) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders and/or one or more Junior 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 10.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of a Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            (b) Except as expressly provided herein, no Certificateholder shall
have any right to vote 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 from time to time as
partners or members of an association; nor shall any Certificateholder 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 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 Loan,
unless 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 related Percentage Interests in such Class 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 10.03(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 10.04 Governing Law. This Agreement and the Certificates
shall be construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed 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 10.05 Notices. Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to: (i) (a) in the case
of the Depositor, Credit Suisse First Boston Mortgage Securities Corp., Eleven
Madison Avenue, New York, New York 10010, Attention: Edmund Taylor, with a copy
to Casey McCutcheon, Esq., Legal & Compliance Department, telecopy number.:
(917) 326-8433; (ii) in the case of the Underwriters and the Initial Purchaser,
(A) Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, New York
10010, Attention: Edmund Taylor, with a copy to Casey McCutcheon, Esq., Legal &
Compliance Department, telecopy number: (917) 326-8433, (B) GMAC Commercial
Holding Capital Markets Corp. 200 Witmer Road, Horsham, Pennsylvania 19044-8015,
Attention: David M. Lazarus, telecopy number: (215) 328-1775, (C) Banc of
America Securities LLC, 214 North Tryon Street, NC1-027-21-02, Charlotte, North
Carolina 28255, Attention: Stephen Hogue, telecopy number: (704) 386-1094, with
a copy to Paul Kurzeja, Esq., Legal Department, telecopy number: (704) 409-0267,
(D) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005,
Attention: Lainie Kaye and (E) Wachovia Capital Markets, LLC, 301 S. College
Street, NC0166, Charlotte, North Carolina 28288-1075, Attention: Charles
Culbreth, with a copy to Cadwalader, Wickersham & Taft LLP, 227 West Trade
Street, Suite 2400, Charlotte, North Carolina 28202, Attention Stuart N.
Goldstein, Esq., telecopy number: (704) 348-5200; (iii) in the case of Master
Servicer No. 1, GMAC Commercial Mortgage Corporation, 200 Witmer Road, Horsham,
Pennsylvania, 19044, telecopy number: (215) 328-3478, Attention: Managing
Director, Commercial Servicing Operations; (iv) in the case of Master Servicer
No. 2, NCB, FSB, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention:
Kathleen Luzik, telecopy number: (202) 336-7800; (v) in the case of Special
Servicer No. 1, CWCapital Asset Management LLC, 1919 Pennsylvania Avenue N.W.,
Washington, D.C. 20006-3434, Attention: David Iannarone (CSFB 2005-C5), telecopy
number: (202) 973-6375, with a copy to CWCapital Asset Management LLC, One
Charles River Place, 63 Kendrick Street, Needham, MA 02494, Attention: Jill Hyde
(CSFB 2005-C5), telecopy number: (781) 707-9395; (vi) in the case of Special
Servicer No. 2, National Consumer Cooperative Bank, FSB, 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Kathleen Luzik, telecopy number: (202)
336-7800; (vii) in the case of the Trustee and Certificate Registrar, Wells
Fargo Bank, N.A., to the Corporate Trust Office, telecopy number: (410)
715-2380; (viii) in the case of the Rating Agencies, (A) Fitch, Inc., One State
Street Plaza, 31st Floor, New York, NY, Attention: Commercial Mortgage
Surveillance, telecopy number: (212) 635-0295; 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; (ix) in the case of any Mortgage Loan Seller, the address and
telecopy number for notices to such Mortgage Loan Seller under the related
Mortgage Loan Purchase Agreement; and (x) in the case of the initial Directing
Certificateholder, Cadim TACH, inc., c/o CDP Capital Real Estate Advisors, CDP
Capital Center, 1000 Jean-Paul-Rjopelle Place, Suite A-300, Montreal, Quebec H2Z
2B6, Canada, Attention: Corporate Secretary, with a copy to CWCapital
Investments LLC, 5000 Birch Street, East Wing, Suite 150, Newport Beach,
California 92660, Attention: Tom Nolan (CSFB 2005-C5) and a copy to CWCapital
Investments LLC, 1919 Pennsylvania Avenue N.W., Washington, D.C. 20006-3434,
Attention: Patricia Daugherty (CSFB 2005-C5), telecopy number: (202) 466-1834;
or as to each such Person such other address 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. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.

            Section 10.06 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 10.07 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 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 Loans, all principal and interest received or
receivable with respect to the 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 with respect to the Loans held from time
to time in the Collection Accounts, the Distribution Account and, if
established, the REO Accounts, 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 Loans and (ii)
this Agreement shall constitute a security agreement under applicable law. This
Section 10.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.

            Section 10.08 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 Junior Loan Holders,
and each party under a pooling and servicing agreement, trust agreement or other
agreement that sets forth the terms of a securitization which holds any Junior
Loan are each an intended third-party beneficiary in respect of the rights
afforded it hereunder. No other person, including, without limitation, any
Borrower, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

            Section 10.09 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 10.10 Notices to Rating Agencies. (a)The Trustee 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 Trustee 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, termination, merger or consolidation of any
      Master Servicer or 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 Loans by or on behalf of any Mortgage Loan
      Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement or pursuant to the Column Performance Guarantee; and

            (vi) the final payment to any Class of Certificateholders.

            (b) Each 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, merger, consolidation or removal of the
      Trustee; and

            (ii) any change in the location of such Master Servicer's Collection
      Account.

            (c) Each of the Master Servicers and Special Servicers shall
promptly furnish to each Rating Agency copies of the following (to the extent
not already delivered pursuant to the terms of this Agreement):

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by such Master
      Servicer and Special Servicer, as the case may be, 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 by such Master Servicer or
      Special Servicer, as the case may be, pursuant to Section 3.08 for Loans
      representing 2% or more of the pool balance;

            (v) any officers' certificates delivered by such Master Servicer or
      Special Servicer, as the case may be, to the Trustee (to the extent
      requested by such Rating Agency);

            (vi) all site inspections conducted by or on behalf of such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (vii) all operating statements collected or obtained by such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (viii) all rent rolls and sales reports (to the extent provided by
      the Borrowers to such Master Servicer or Special Servicer, as the case may
      be, and requested by such Rating Agency);

            (ix) any proposed no downgrade request by such Master Servicer or
      Special Servicer, as the case may be; (x) any extension or modification of
      the Maturity Date of any Loan by such Master Servicer or Special Servicer,
      as the case may be;

            (xi) any change in the lien priority on a mortgage loan;

            (xii) any modification, waiver or amendment of any material term of
      any Loan that exceeds $5,000,000 by such Master Servicer or Special
      Servicer, as the case may be; and

            (xiii) any other document in its possession that shall be reasonably
      requested by any Rating Agency.

            (d) Reserved.

            (e) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.

                            [Signature Page Follows]


<PAGE>

            IN WITNESS WHEREOF, the parties hereto 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.,
                                          Depositor

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:

                                       GMAC COMMERCIAL MORTGAGE CORPORATION
                                          Master Servicer No. 1

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:

                                       NCB, FSB
                                          Master Servicer No. 2

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:

                                       CWCAPITAL ASSET MANAGEMENT LLC
                                          Special Servicer No. 1

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:

                                       NATIONAL CONSUMER COOPERATIVE BANK
                                          Special Servicer  No. 2

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:

                                       WELLS FARGO BANK, N.A.
                                          Trustee

                                       By:
                                          ------------------------------------
                                            Name:
                                            Title:



<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the _____ day of November 2005, 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
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

                  [SEAL]

My commission expires:

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



<PAGE>



STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of November 2005, before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of GMAC Commercial Mortgage Corporation,
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

                  [SEAL]

My commission expires:

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



<PAGE>



STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of November 2005, before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of NCB, FSB, 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

                  [SEAL]

My commission expires:


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



<PAGE>



STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of November 2005, before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of CWCapital Asset Management LLC, 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

                  [SEAL]

My commission expires:


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



<PAGE>



STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of November 2005, before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of National Consumer Cooperative Bank, 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

                  [SEAL]

My commission expires:

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



<PAGE>



STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of November 2005, 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

                  [SEAL]

My commission expires:


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





<PAGE>

                                   EXHIBIT A-1

  FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB, CLASS A-4, CLASS A-1-A,
            CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E
                            AND CLASS F CERTIFICATES


               CLASS [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A],
                      [A-M], [A-J], [B], [C], [D], [E], [F]
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-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.

Pass-Through Rate:  [____% per annum]      Class Principal Balance of the Class
[LIBOR +[__]%] [Variable]                  [A-1], [A-2], [A-3], [A-AB], [A-4],
                                           [A-1-A], [A-M], [A-J], [B], [C], [D],
                                           [E], [F] Certificates as of the
                                           Closing Date:
                                           $[_________________]

Closing Date:  November 9, 2005            Initial Certificate Principal Balance
                                           of this Certificate as of the Closing
                                           Date:

First Distribution Date:  [December 15],   $[_________________]
2005

Master Servicers:                          Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation       the Mortgage Loans as of the Closing
NCB, FSB                                   Date ("Initial Pool Balance"):
                                           $2,937,146,560

Special Servicers:
CWCapital Asset Management LLC
National Consumer Cooperative Bank

                                           Trustee:
                                           Wells Fargo Bank, N.A.

Certificate No. [A-1], [A-2], [A-3],       CUSIP No.:  [_____________]
[A-AB], [A-4], [A-1-A], [A-M], [A-J],      ISIN No.:  [_____________]
[B], [C], [D], [E], [F] -___



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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., GMAC
COMMERCIAL MORTGAGE CORPORATION., NCB, FSB, CWCAPTIAL ASSET MANAGEMENT LLC,
NATIONAL CONSUMER COOPERATIVE BANK, 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 A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
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-M], [A-J], [B], [C], [D], [E], [F]
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-M], [A-J], [B], [C], [D],
[E], [F] Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of November 1,
2005 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor", which term includes any successor entity
under the Agreement), GMAC Commercial Mortgage Corporation, as master servicer
(in such capacity, the "Master Servicer No. 1", which term includes any
successor entity under the Agreement), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2", which term includes any successor entity
under the Agreement, and collectively with the Master Servicer No. 1 the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (in such
capacity, the "Special Servicer No. 1", which term includes any successor entity
under the Agreement), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2", which term includes any successor
entity under the Agreement, and collectively with Special Servicer No. 1 the
"Special Servicers") 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-M], [A-J], [B], [C], [D],
[E], [F] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, 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 Servicers, the
Special Servicers, 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers,
the Special Servicers, 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 Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers 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 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 Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee

                                    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-M], [A-J], [B], [C], [D], [E], [F] Certificates referred to in the
within-mentioned Agreement.

Dated: November 9, 2005


                                    WELLS FARGO BANK, N.A.
                                    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-X, CLASS A-SP, AND CLASS A-Y CERTIFICATES


                            CLASS [A-X] [A-SP] [A-Y]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-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.

Pass-Through Rate:                         Variable Class Notional Amount
                                           of the Class [A-X] [A-SP] [A-Y]
                                           Certificates as of the Closing Date:
                                           $________________

Closing Date: November 9, 2005             Initial Certificate Notional Amount
                                           of this Certificate as of the Closing
                                           Date:
First Distribution Date:  December 15,     $________________
2005

Master Servicers:                          Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation       the Mortgage Loans as of the Closing
NCB, FSB                                   Date ("Initial Pool Balance"):
                                           $2,937,146,560

Special Servicers:
CWCapital Asset Management LLC
National Consumer Cooperative Bank

                                           Trustee:
                                           Wells Fargo Bank, N.A.

Certificate No. [A-X] [A-SP] [A-Y]-__      CUSIP No.:  _____________
                                           ISIN No.:  _____________



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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., GMAC
COMMERCIAL MORTGAGE CORPORATION., NCB, FSB, CWCAPTIAL ASSET MANAGEMENT LLC,
NATIONAL CONSUMER COOPERATIVE BANK, 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.

[FOR REGULATION S GLOBAL CERTIFICATES: 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.] [NATIONAL CONSUMER COOPERATIVE
BANK] 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] [A-Y] 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] [A-Y] Certificates.
The Trust Fund was created and the Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of November 1, 2005 (the "Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor", which term includes any successor entity under the Agreement), GMAC
Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer No. 1", which term includes any successor entity under the
Agreement), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2", which term includes any successor entity under the Agreement, and
collectively with the Master Servicer No. 1 the "Master Servicers"), CWCapital
Asset Management LLC, as special servicer (in such capacity, the "Special
Servicer No. 1", which term includes any successor entity under the Agreement),
National Consumer Cooperative Bank as special servicer (in such capacity, the
"Special Servicer No. 2", which term includes any successor entity under the
Agreement, and collectively with Special Servicer No. 1 the "Special Servicers")
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] [A-Y] Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, 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 Trustee 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 Trustee 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 Trustee, 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 Trustee 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 Trustee
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 Trustee of such certifications and such orders
and instructions, the Trustee, 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
Trustee 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 Trustee 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 Trustee, 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 Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee, or the Certificate Registrar is
obligated to register or qualify the Class [A-X] [A-SP] [A-Y] 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
Servicers, the Special Servicers, 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 Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, the Master Servicers, the Special
Servicers, 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 Trustee, (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 Trustee 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 Trustee 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 Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, 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 Servicers, the
Special Servicers, 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers,
the Special Servicers, 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 Servicers, the Special Servicers, and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers, 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 any
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 Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By:  _______________________________________
                                            Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-X] [A-SP] [A-Y] Certificates referred to
in the within-mentioned Agreement.

Dated:  November 9, 2005


                                    WELLS FARGO BANK, N.A.
                                    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 G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS
                  O, CLASS P, CLASS Q AND CLASS S CERTIFICATES


                CLASS [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-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.

Pass-Through Rate: [Variable]                Class Principal Balance of the [G]
                                             [H] [J] [K] [L] [M] [N] [O] [P] [Q]
                                             [S] Certificates as of the
                                             Closing Date:
                                             $_________________

Closing Date:  November 9, 2005              Initial Certificate Principal
                                             Balance of this Certificate as of
                                             the Closing Date:
First Distribution Date:  December 15, 2005  $_________________

Master Servicers:                            Aggregate Stated Principal Balance
GMAC Commercial Mortgage Corporation         of the Mortgage Loans as of the
NCB, FSB                                     Closing Date: ("Initial Pool
                                             Balance"): $2,937,146,560

Special Servicers:
CWCapital Asset Management LLC
National Consumer Cooperative Bank

                                             Trustee:
                                             Wells Fargo Bank, N.A.

Certificate No. [G] [H] [J] [K] [L] [M]      CUSIP No.:  _____________
[N] [O] [P] [Q] [S]-___                      ISIN No.:  _____________



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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., GMAC
COMMERCIAL MORTGAGE CORPORATION., NCB, FSB, CWCAPTIAL ASSET MANAGEMENT LLC,
NATIONAL CONSUMER COOPERATIVE BANK, 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.

[FOR REGULATION S GLOBAL CERTIFICATES: 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 [G] [H] [J]
[K] [L] [M] [N] [O] [P] [Q] [S] 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 [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
[S] Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2005 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1", which term includes any successor entity
under the Agreement), NCB, FSB, as master servicer (in such capacity, the
"Master Servicer No. 2", which term includes any successor entity under the
Agreement, and collectively with the Master Servicer No. 1 the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (in such
capacity, the "Special Servicer No. 1", which term includes any successor entity
under the Agreement), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2", which term includes any successor
entity under the Agreement, and collectively with Special Servicer No. 1 the
"Special Servicers") 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 [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, 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 Trustee 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 Trustee 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 Trustee, 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 Trustee 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 Trustee
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 Trustee of such certifications and such orders
and instructions, the Trustee, 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
Trustee 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 Trustee 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 Trustee, 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 Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class [G] [H] [J] [K] [L] [M]
[N] [O] [P] [Q] [S] 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 Servicers, the Special Servicers, 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 Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, the Master Servicers, the Special
Servicers, 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 Trustee (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 Trustee 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 Trustee 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 Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, 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 Servicers, the
Special Servicers, 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers,
the Special Servicers, 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 Servicers, the Special Servicers, and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers 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 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 Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ________________________________________
                                            Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
Certificates referred to in the within-mentioned Agreement.

Dated:  November 9, 2005


                                    WELLS FARGO BANK, N.A.
                                    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 2005-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.

Closing Date:  November 9, 2005            Percentage Interest evidenced by this
                                           Class V Certificate:  100%

First Distribution Date:  December 15,
2005

Master Servicers:                          Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation       the Mortgage Loans as of the Closing
NCB, FSB                                   Date ("Initial Pool Balance"):
                                           $2,937,146,560

Special Servicers:                         Trustee:
CWCapital Asset Management LLC             Wells Fargo Bank, N.A.
National Consumer Cooperative Bank

Certificate No. V-___                      CUSIP No.:  ______________________



<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., GMAC
COMMERCIAL MORTGAGE CORPORATION., NCB, FSB, CWCAPTIAL ASSET MANAGEMENT LLC,
NATIONAL CONSUMER COOPERATIVE BANK, 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 Cadim TACH, inc. 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 November 1,
2005 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor", which term includes any successor entity
under the Agreement), GMAC Commercial Mortgage Corporation, as master servicer
(in such capacity, the "Master Servicer No. 1", which term includes any
successor entity under the Agreement), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2", which term includes any successor entity
under the Agreement, and collectively with the Master Servicer No. 1 the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (in such
capacity, the "Special Servicer No. 1", which term includes any successor entity
under the Agreement), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2", which term includes any successor
entity under the Agreement, and collectively with Special Servicer No. 1 the
"Special Servicers") 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 Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers, the Special Servicers 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 Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, 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 Servicers, the
Special Servicers, 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers, the Special Servicers, 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 Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers 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 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 Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ________________________________________
                                            Authorized Representative





                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:  November 9, 2005


                                    WELLS FARGO BANK, N.A.
                                    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 CERTIFICATES


              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-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.

Closing Date:  November 9, 2005            Percentage Interest evidenced by this
                                           Class R Certificate: 100%

First Distribution Date:  December 15,
2005

Master Servicers:                          Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation       the Mortgage Loans as of the Closing
NCB, FSB                                   Date ("Initial Pool Balance"):
                                           $2,937,146,560

Special Servicers:                         Trustee:
CWCapital Asset Management LLC             Wells Fargo Bank, N.A.
National Consumer Cooperative Bank

Certificate No. R-___                      CUSIP No.:  __________________



<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., GMAC
COMMERCIAL MORTGAGE CORPORATION., NCB, FSB, CWCAPTIAL ASSET MANAGEMENT LLC,
NATIONAL CONSUMER COOPERATIVE BANK, 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 THREE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH 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 Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of November 1,
2005 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor", which term includes any successor entity
under the Agreement), GMAC Commercial Mortgage Corporation, as master servicer
(in such capacity, the "Master Servicer No. 1", which term includes any
successor entity under the Agreement), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2", which term includes any successor entity
under the Agreement, and collectively with the Master Servicer No. 1 the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (in such
capacity, the "Special Servicer No. 1", which term includes any successor entity
under the Agreement), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2", which term includes any successor
entity under the Agreement, and collectively with Special Servicer No. 1 the
"Special Servicers") 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 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee 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 Trustee 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers, the Special Servicers, 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 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.

            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 Trustee (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 Trustee 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 substantially in the form attached as Exhibit H-1 to the
Agreement (a "Transfer Affidavit") 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 by a
proposed Transferee, if a Responsible Officer of either the Certificate
Registrar or Trustee 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 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 Trustee 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
Trustee 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 Trustee, 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 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 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 Servicers or the Trustee 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 (except to the extent provided in
applicable Treasury regulations), or other entity (including any entity treated
as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States, any State or the District
of Columbia, or an estate whose income is includible in gross income for United
States federal income tax purposes regardless of its source, 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 (including certain trusts in
existence on August 20, 1996 that are eligible to elect to be treated as United
States Tax Persons).

            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 Trustee 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 Trustee 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 Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, 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 Servicers, the
Special Servicers, 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 Trustee 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 Servicers, the Special Servicers, 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 Servicers,
the Special Servicers, 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 Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers 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 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 Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ________________________________________
                                            Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:  November 9, 2005


                                    WELLS FARGO BANK, N.A.
                                    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-6

                          FORM OF CLASS 375 CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C5
                        Class 375[-A][-B][-C] Certificate



Pass-Through Rate Class:  Variable       [Initial Certificate Principal
                                         Balance:
                                         [375-A]:  [$5,500,000]
                                         [375-B]:  [$9,500,000]
                                         [375-C]:  [$21,200,000]

[CUSIP No. [375-A]]                      Denomination of this Certificate:
[CUSIP No. [375-B]]                      $[______]
[CUSIP No. [375-C]]



No. 375[-A][-B][-C]

      THIS CERTIFICATE'S RIGHT TO PAYMENT FROM THE 375 PARK AVENUE NON-POOLED
PORTION IS SUBORDINATED TO THE RIGHT OF PAYMENT OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-AB, CLASS A-4, CLASS A-1-A, CLASS A-M, CLASS A-J, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES, WITH
RESPECT TO PAYMENTS FROM THE 375 PARK AVENUE NON-POOLED PORTION AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO 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.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE PREVIOUS PARAGRAPH. A TRANSFEREE IS
ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT AND SHALL ALSO BE
REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS NOT A U.S. PERSON
WITHIN THE MEANING OF RULE 90Z UNDER REG S.

      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.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      This certifies that Cede & Co. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2005 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1", which term includes any successor entity
under the Agreement), NCB, FSB, as master servicer (in such capacity, the
"Master Servicer No. 2", which term includes any successor entity under the
Agreement, and collectively with the Master Servicer No. 1 the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (in such
capacity, the "Special Servicer No. 1", which term includes any successor entity
under the Agreement), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2", which term includes any successor
entity under the Agreement, and collectively with Special Servicer No. 1 the
"Special Servicers") and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All
capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement. This
Certificate is described in the Pooling and Servicing Agreement and is issued
pursuant to and subject to the Pooling and Servicing Agreement. By acceptance of
this Certificate, each Certificateholder assents to and becomes bound by the
Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Master Servicers, the Special Servicers and the Trustee with
the consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. 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 Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Servicer, the Special Servicer, the Depositor or the Trustee, except to the
extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.


<PAGE>



IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
by the manual or facsimile signature of the duly authorized signatory of the
Trustee.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ________________________________________
                                          Authorized Representative Signatory



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class 375[-A][-B][-C] Certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK, N.A.
                                       as Certificate Register



                                    By: ________________________________________
                                          Authorized Representative Signatory

Dated: November 9, 2005



<PAGE>




      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2005-C5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.



Dated: ________________                By:____________________________________
                                          Signature









<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE


                                 [see attached]

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2005-C5

<TABLE>
<CAPTION>
 #    Crossed   Property Name
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>
  1             375 Park Avenue
  2             St. Johns Town Center
  3             Del Monte Center
  6             The Palisades
  8             Frenchman's Reef & Morning Star
  9             Gallery at South Dekalb
 10             Weston Town Center
 14             Black Canyon & Red Mountain Office Buildings
 15      A      Staten (Park Hill II)
 16      A      Staten (Park Hill I)
 17      A      Staten (St. George's)
 20             Clearwater Creek Apartments
 21             Northland Center Mall
 22             Palmer Plaza
 23             Kings Village Corp.
 24             The Terraces Shopping Center
 26             Bexley at Spring Farm
 27             Signature Park Apartments
 33             The Pittsfield Building
 34             The Shores Apartments
 35             Davis Ford Crossing
 36             743 5th Avenue
 37             CALPERS - Parkside Apartments
 40             Centurion
 41             Chesapeake Park Plaza
 44             Portland Square Hotel
 46             Mountain Village Plaza
 47             Old Mill Apartments
 48             8415 & 8425 Progress Drive
 55             Port St. Lucie Towncenter
 57             Residence Inn Norfolk Airport
 58             Waterways Shoppes of Weston II
 63             Waterways Shoppes of Weston
 64             Torrance Crossroads
 66             Lincoln View Plaza
 67             10 West 66th Street Corporation
 69             Princessa Plaza
 70             Brennan Station Shopping Center
 71             Wappingers Shopping Center
 75             Woodlands at Statesboro Apartments
 76             Wall St Plaza
 77             Sierra Town Center
 78             ISE Buildings
 79             Valencia Oaks Office
 82             Riverside Apartments
 83             Fountain Plaza
 87             Country Manor Apts.
 88             Lofts at Canal Walk Phase II
 89             96 Morton Street
 92             Grayson Falls Apartments
 95             39-60 54th Street Owners, Inc.
 96             Hudson Manor Terrace Corp.
 97             Randall Road Retail Center
 98             Hampton Inn Mystic
 99             East Aurora Portfolio
100             Northside Square
102      C      El Dorado MHP
103      C      El Dorado West MHP
104             Harris Hill Apartments
105             Hampton Inn & Suites Tallahassee
106      D      Northern Trust Bank Building
107      D      Coldwell Banker Building
108      D      Bank United Building
112             Residence Inn Albuquerque
116             Chinook Way Apartments
120             Residence Inn Wilmington Landfall
121             Berkshire Village Townhouses, Inc.
125             Courtyard Tifton
126             Holiday Inn Express Hotel & Suites - Jacksonville
127             Forest Creek Apartments
128             Shoppes of Acworth
129             Spectra-Physics Facility
133             Gracie Terrace Apartment Corporation
135             Milltowne Villas
138             The Olympia Apartments
141             Pelican Pointe Apartments
143             Strine MHP Portfolio (3)
144             Shoppes at North Lake
146             333 East 53 Tenants Corp.
147             18 Van Veghten Drive
148             Palm Apartments
149      E      Bank Block Center
150      E      Grandview Avenue
151      E      Windsor Arms Apartments
152             100 Grove Road
155             Farmington City Center
156             Hidden Acres Apartments
157             Tara Hall Apartments
158             South Creek Collection
159             Jupiter Crossing Apartments
160             Sandhurst Apartments
163      F      St. Charles Building No. 550
164      F      St. Charles Building No. 558
165             Ponderosa Acres Apartments
170             Rialto Industrial Building
171             Kris Krossing Shopping Center
174             Shoppes at Seven Hills
175             Glenridge Point Shopping Center
179             Corner of Paradise
180             Park Towers Owners, Inc.
181             Abby Park
182             Arrow Pines Estates MHP
183             West Pointe Village
189             Comfort Inn Shenandoah
190             176 Broadway Owners Corp.
191             Roseland Center
192             Lawnfair Apartments
193             Emerson Industrial Building II
194             West Maple Square
197             505 WE Owners Corp.
198             Breukelen Owners Corp.
199             Highway 110 Center
200             Spring Creek Apartments - Senior
201             Ridgeview Apartments
204             Meadowbrook MHC
205             The Gardens 75th Street Owners Corp.
206             Clearfork MHP
209             Garden Grove
210             Capitol House Tenants Corp.
211             Carriage Way Shopping Center
213             Villa Bonita Apts
214             Capital Storage - Clifton, NY
215             Fifth Avenue San Rafael
216             One Hudson Park, Inc.
217             Mason Center
218             Riverwood Owners, Inc.
219             Parkview West Apartments
220             993 Fifth Avenue Corporation
222             Hozho Center
223             Watertower Office Building
226             Rockbrook Apartments
228             Strongsville Executive Building
229             126 Main Street
230             311 East 75th Owners Corp.
231             Canyon View MHC
232             The Glass House Cooperative, Inc.
234             1850 SW 8th Street
235             Empire State Lofts Limited
236             Greenwich Corp.
237             Lochaven MHC
239             Camac Street
240             Kensington Apartments
241             32-52 41st Street
243             67 Owners Ltd.
244             235 East Broad Street
245             Fowler Court Tenants Inc.
246             Bluestem Plaza
249             Barnes Shops
250             Oakwood Portfolio
251             2929 SW 3rd Avenue
254             Orange Shopping Center
255             Meriwether Apartments
257             Parkview Village Townhomes
258             Elizabeth Street MHP
260             Mountain View
261             Meadowbrook Square
262             Quail Oaks Apartments
263             Northwest Crossing
264             Trade Winds MHC
265             Irvington Town House
266             Hanover Plaza
267             Palm Court Retail
269             Walgreens - Armitage
270             258 3rd avenue
271             Jacksonville Plaza
272             143 East Broad Street
273             Village Inn Apartments
274             Whitney & Capitol Avenue
275             Albertsons Downey
276             Northgate MHP
278             Riggs Place
279             Arbordale Apartments
280             Rolling Acres MHP

<CAPTION>




  #   Address
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>
  1   375 Park Avenue
  2   NWQ J Turner Butler Boulevard and SR 9A
  3   1410 Del Monte Center
  6   4835 Cordell Avenue
  8   5 Estate Bakkeroe
  9   2801 Candler Road
 10   1675 Market Place
 14   Various
 15   240-260-280 Parkhill Avenue
 16   140, 160 and 180 Parkhill Avenue
 17   185-225 Parkhill Avenue
 20   4000 East Renner Road
 21   21500 Northwestern Highway
 22   1801 West End Avenue
 23   1270 & 1275 East 51st Street, 1199 & 1200 East 53rd Street and 1165 East 54th Street
 24   28821 South Western Avenue
 26   3300 Open Field Lane
 27   3780 Copperfield Drive
 33   55 East Washington Street
 34   2450 Airport Road
 35   9879 Liberia Avenue
 36   743 5th Avenue
 37   10600 Six Pines Drive
 40   1601 Forum Place
 41   9665 Chesapeake Drive
 44   128-130 & 132 West 47th Street
 46   12801 - 12887 Mountain Avenue
 47   809 East Main Street
 48   8415-8425 Progress Drive
 55   10055-10425 South US Highway 1
 57   1590 North Military Highway
 58   2410-2460 Weston Road
 63   2210-2282 Weston Road
 64   24631-24667 Crenshaw Boulevard
 66   3113-3115 East Lincoln Drive
 67   10 West 66th Street
 69   18500-18580 Via Princessa
 70   8111-8215 Creedmoor Road
 71   1271 Route 9
 75   719 Main Street
 76   1410 Wall Street
 77   2020, 2026, 2118 & 2202 West Craig Road
 78   Various
 79   23822 Valencia Boulevard
 82   7435 159th Place, Northeast
 83   23461 South Pointe Drive
 87   2151 East Lincoln Highway
 88   1915 East Main Street
 89   96 Morton Street
 92   3500 Red Bluff
 95   39-60 54th Street
 96   3750 & 3850 Hudson Manor Terrace
 97   352-360 Randall Road
 98   300 Long Hill Road
 99   209, 634, 640, 658, 665, 671-673, and 728 Main Street
100   29399 and 29245 US Highway 19 North
102   6435 Orange Avenue
103   6301 Orange Avenue
104   7916 Harris Hill Lane
105   3388 Lonnbladh Road
106   2300 Weston Road
107   1760 Bell Tower Lane
108   2200 Weston Road
112   4331 The 25 Way Northeast
116   21961 Northeast Chinook Way
120   1200 Culbreth Drive
121   1862 South 31st Street
125   814 West 7th Street
126   4675 Salisbury Road
127   947 Forest Creek Drive East
128   3450 Cobb Parkway
129   3321 East Global Loop
133   605 East 82 Street
135   3574 Melrose Drive
138   1368 Euclid Street Northwest
141   6009 Bellaire Boulevard
143   Various
144   46-98 Indian Trace Road
146   333 East 53rd Street
147   18 Van Veghten Drive
148   3929 West 242nd Street
149   1255-1295 Grandview Avenue
150   1365-1373 Grandview Avenue
151   1485 West 3rd Avenue
152   100 Grove Road
155   115 Elm Street
156   304 Frances Boulevard
157   1601-1717 College Avenue
158   200 Goodman Road and 7090 Malco Boulevard
159   834 Jupiter Drive
160   3139 Sandhurst Drive
163   550 St. Charles Drive
164   558 St. Charles Drive
165   1301 Industrial Avenue
170   360 South Lilac Avenue
171   3320 4th Avenue
174   51 Seven Hills Boulevard
175   860 Johnson Ferry Road
179   16610 N 75th Ave
180   370 Ocean Parkway
181   29-51 North Main Street
182   1081 West Arrow Highway
183   433 N.C. Highway 49 South
189   1011 Motel Drive
190   176 Broadway
191   10904 Baltimore Street Northeast
192   179 Winchester Road
193   5230 Park Emerson Drive
194   3710 North 156th Street
197   505 West End Avenue
198   57 Montague Street
199   3826 Troup Highway
200   14833 Spring Creek Road
201   776 Triangle Street
204   3801 New Tampa Highway
205   35-38 75th Street
206   1260 State Route 97
209   13252-13302 Century Boulevard
210   490 Atlantic Avenue
211   305 South Waukegan Road
213   1817 Hillcrest Road
214   1406 Route 9
215   960-990 Fifth Avenue
216   16 Hudson Street
217   3522 South Mason Road
218   279 North Broadway
219   801 & 817 Aaron Drive
220   993 Fifth Avenue
222   431 Highway 179
223   25200 Chagrin Boulevard
226   3326 Rock Brook
228   13550 Falling Water Road
229   126 Main Street
230   311 East 75th Street
231   1450 N Dixie Downs Road
232   43 West 13th Street
234   1850 SW 8th Street
235   11 West 30th Street
236   822-826 Greenwich Street
237   Lochaven & Scotts Glen Drive
239   238-248 South Camac Street
240   1004 Kensington Square
241   32-52 41st Street
243   67 Park Avenue
244   235 East Broad Street
245   400 Riverside Drive
246   11078 Cimarron Street
249   6130 Barnes Road
250   Various
251   2929 Southwest 3rd Avenue
254   659-665 & 653 Orange Center Road
255   1000 East Market Street
257   2323 Burke Road
258   2795 Elizabeth Street
260   1060 South Main Street
261   3571 Niagra Falls Boulevard
262   2711 South Crater Road
263   13605 Northwest Boulevard
264   3107 North San Gabriel Boulevard
265   100 Mill Road
266   930 Meriden-Waterbury Turnpike
267   6503-6559 North Mesa Street
269   4224 West Armitage Avenue
270   258 3rd Avenue
271   1311 South Jackson Street
272   143 East Broad Street
273   80-100 Riverside Drive
274   112 South Whitney Avenue & 954-956 Capitol Avenue
275   7676 Firestone Boulevard
276   720 North Main Street
278   1815 Riggs Place
279   804 North Tibbs Road
280   3794 Watkins Road

<CAPTION>



                                          Zip   Interest    Net Mortgage      Original
 #    City                   State       Code     Rate          Rate          Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                   <C>       <C>         <C>            <C>         <C>
  1   New York                NY        10022     4.7443%        4.72344%   $273,800,000
  2   Jacksonville            FL        32246     5.0590%        5.03818%   $170,000,000
  3   Monterey                CA        93940     4.9256%        4.90478%    $82,300,000
  6   Bethesda                MD        20814     5.2500%        5.22918%    $65,000,000
  8   St. Thomas              VI        00801     5.4400%        5.41918%    $62,500,000
  9   Decatur                 GA        30034     5.2700%        5.24918%    $55,000,000
 10   Weston                  FL        33326     4.9820%        4.93118%    $45,400,000
 14   Various               Various   Various     5.3500%        5.32918%    $40,000,000
 15   Staten Island           NY        10304     5.7700%        5.74918%    $13,730,000
 16   Staten Island           NY        10304     5.7700%        5.74918%    $13,660,000
 17   Staten Island           NY        10304     5.7700%        5.74918%    $12,610,000
 20   Richardson              TX        75082     5.1900%        5.16918%    $34,000,000
 21   Southfield              MI        48075     5.7000%        5.63918%    $31,000,000
 22   Nashville               TN        37203     5.1800%        5.15918%    $31,000,000
 23   Brooklyn                NY        11234     5.5500%        5.46918%    $29,000,000
 24   Rancho Palos Verdes     CA        90275     5.1100%        5.08918%    $24,000,000
 26   Charlotte               NC        28226     5.7100%        5.68918%    $22,500,000
 27   Bryan                   TX        77802     5.1900%        5.16918%    $21,650,000
 33   Chicago                 IL        60602     5.5800%        5.55918%    $20,000,000
 34   Longmont                CO        80503     5.3500%        5.32918%    $18,600,000
 35   Manassas                VA        20110     4.9100%        4.88918%    $18,500,000
 36   New York                NY        10017     5.4000%        5.37918%    $18,000,000
 37   The Woodlands           TX        77380     5.1500%        5.12918%    $18,000,000
 40   West Palm Beach         FL        33401     4.9300%        4.90918%    $17,117,425
 41   San Diego               CA        92123     5.2800%        5.25918%    $17,000,000
 44   New York                NY        10036     5.9200%        5.89918%    $15,000,000
 46   Chino                   CA        91710     5.0400%        5.01918%    $14,300,000
 47   Lexington               SC        20972     5.2500%        5.22918%    $14,000,000
 48   Frederick               MD        21701     5.7800%        5.70918%    $13,760,000
 55   Port St. Lucie          FL        34952     5.4200%        5.39918%    $12,700,000
 57   Norfolk                 VA        23502     5.3800%        5.35918%    $12,750,000
 58   Weston                  FL        33326     5.0410%        4.98018%    $12,080,000
 63   Weston                  FL        33326     5.0450%        4.98418%    $11,410,000
 64   Torrance                CA        90505     5.2200%        5.19918%    $11,400,000
 66   Phoenix                 AZ        85016     5.1000%        5.07918%    $11,000,000
 67   New York                NY        10023     5.5100%        5.42918%    $11,000,000
 69   Santa Clarita           CA        91387     5.6800%        5.65918%    $10,600,000
 70   Raleigh                 NC        27613     5.4000%        5.37918%    $10,500,000
 71   Wappinger Falls         NY        12590     5.1400%        5.11918%    $10,350,000
 75   Statesboro              GA        30458     5.0000%        4.91918%     $9,600,000
 76   Bellevue                NE        68005     5.2100%        5.18918%     $9,500,000
 77   North Las Vegas         NV        89032     5.2350%        5.17418%     $9,200,000
 78   Various               Various   Various     5.8500%        5.82918%     $9,200,000
 79   Santa Clarita           CA        91355     5.1000%        5.07918%     $9,000,000
 82   Redmond                 WA        98052     4.7500%        4.72918%     $8,750,000
 83   Laguna Hills            CA        92653     5.1000%        5.07918%     $8,650,000
 87   Levittown               PA        19056     5.3800%        5.35918%     $8,000,000
 88   Richmond                VA        23223     5.0900%        5.06918%     $8,000,000
 89   New York                NY        10014     4.9700%        4.94918%     $8,000,000
 92   Pasadena                TX        77503     5.3800%        5.35918%     $7,750,000
 95   Woodside                NY        11377     5.6900%        5.60918%     $7,500,000
 96   Riverdale               NY        10463     5.4500%        5.36918%     $7,500,000
 97   South Elgin             IL        60177     5.5600%        5.49918%     $7,500,000
 98   Groton                  CT        06340     5.7500%        5.72918%     $7,500,000
 99   East Aurora             NY        14052     5.2900%        5.26918%     $7,400,000
100   Clearwater              FL        33761     5.5500%        5.52918%     $7,200,000
102   Sacramento              CA        95823     5.3500%        5.32918%     $4,200,000
103   Sacramento              CA        95823     5.2500%        5.22918%     $2,923,000
104   Charlotte               NC        28269     5.2100%        5.18918%     $7,120,000
105   Tallahassee             FL        32308     5.8700%        5.84918%     $7,100,000
106   Weston                  FL        33326     5.0000%        4.93918%     $3,100,000
107   Weston                  FL        33326     5.0000%        4.93918%     $2,425,000
108   Weston                  FL        33326     5.0000%        4.93918%     $1,475,000
112   Albuquerque             NM        87109     6.2300%        6.20918%     $6,400,000
116   Fairview                OR        97024     5.3600%        5.33918%     $6,000,000
120   Wilmington              NC        28405     5.6900%        5.66918%     $6,000,000
121   Kansas City             KS        66106     6.0100%        5.92918%     $5,800,000
125   Tifton                  GA        31794     5.7000%        5.67918%     $5,500,000
126   Jacksonville            FL        32256     5.8500%        5.82918%     $5,500,000
127   Columbus                OH        43223     5.4600%        5.43918%     $5,385,000
128   Acworth                 GA        30101     5.2200%        5.19918%     $5,350,000
129   Tucson                  AZ        85706     5.2000%        5.13918%     $5,325,000
133   New York                NY        10028     5.3800%        5.29918%     $5,200,000
135   Wooster                 OH        44691     5.1100%        5.08918%     $5,100,000
138   Washington              DC        20009     5.1400%        5.11918%     $5,000,000
141   Houston                 TX        77081     5.6300%        5.60918%     $4,900,000
143   Various               Various   Various     5.1500%        5.12918%     $4,900,000
144   Weston                  FL        33326     4.9500%        4.88918%     $4,840,000
146   New York                NY        10022     5.0700%        4.98918%     $4,700,000
147   Bridgewater             NJ        08807     5.5000%        5.47918%     $4,600,000
148   Torrance                CA        90505     5.6900%        5.66918%     $4,500,000
149   Grandview Heights       OH        43212     5.8500%        5.82918%     $3,350,000
150   Columbus                OH        43212     5.8500%        5.82918%       $650,000
151   Columbus                OH        43212     5.8500%        5.82918%       $500,000
152   West Deptford           NJ        08086     5.3200%        5.20918%     $4,450,000
155   Farmington              MN        55024     5.4300%        5.31918%     $4,350,000
156   Elyria                  OH        44035     5.1100%        5.08918%     $4,300,000
157   Houston                 TX        77017     5.4400%        5.41918%     $4,300,000
158   Southaven               MS        38671     5.5100%        5.48918%     $4,200,000
159   Madison                 WI        53718     5.3500%        5.32918%     $4,100,000
160   Zanesville              OH        43701     5.1800%        5.11918%     $4,100,000
163   Thousand Oaks           CA        91360     5.2600%        5.23918%     $2,000,000
164   Thousand Oaks           CA        91360     5.2600%        5.23918%     $2,000,000
165   Billings                MT        59101     5.2100%        5.18918%     $4,000,000
170   Rialto                  CA        92376     5.4500%        5.42918%     $3,650,000
171   Conway                  SC        29527     5.1400%        5.11918%     $3,620,000
174   Dallas                  GA        30132     4.9900%        4.96918%     $3,440,000
175   Atlanta                 GA        30342     5.2100%        5.18918%     $3,425,000
179   Peoria                  AZ        85382     5.1900%        5.16918%     $3,300,000
180   Brooklyn                NY        11218     5.3900%        5.30918%     $3,250,000
181   Southington             CT        06489     4.9200%        4.89918%     $3,250,000
182   Azusa                   CA        91702     4.9600%        4.93918%     $3,200,000
183   Asheboro                NC        27203     5.1300%        5.10918%     $3,180,000
189   Woodstock               VA        22664     5.2500%        5.22918%     $3,000,000
190   New York                NY        10038     6.1000%        6.01918%     $3,000,000
191   Blaine                  MN        55449     5.3200%        5.29918%     $2,960,000
192   Fairlawn                OH        44333     4.8700%        4.84918%     $2,920,000
193   Indianapolis            IN        46203     5.3600%        5.33918%     $2,900,000
194   Omaha                   NE        68116     5.2500%        5.22918%     $2,875,000
197   New York                NY        10024     6.1100%        6.02918%     $2,800,000
198   Brooklyn                NY        11201     5.3300%        5.24918%     $2,800,000
199   Tyler                   TX        75703     5.4000%        5.37918%     $2,750,000
200   Dallas                  TX        75248     5.6300%        5.60918%     $2,750,000
201   Blacksburg              VA        24060     5.7700%        5.67918%     $2,560,000
204   Lakeland                FL        33815     5.0800%        5.05918%     $2,500,000
205   Jackson Heights         NY        11372     5.3000%        5.21918%     $2,500,000
206   Bellville               OH        44813     5.6600%        5.63918%     $2,500,000
209   Garden Grove            CA        92843     5.2200%        5.19918%     $2,400,000
210   East Rockaway           NY        11518     5.5600%        5.47918%     $2,400,000
211   Lake Bluff              IL        60044     5.2300%        5.20918%     $2,400,000
213   Los Angeles             CA        90068     5.3500%        5.32918%     $2,350,000
214   Clifton Park            NY        12065     5.5500%        5.52918%     $2,300,000
215   San Rafael              CA        94901     5.3600%        5.33918%     $2,265,000
216   New York                NY        10013     5.5300%        5.44918%     $2,250,000
217   Katy                    TX        77450     5.5600%        5.53918%     $2,250,000
218   Yonkers                 NY        10701     5.6800%        5.59918%     $2,250,000
219   Lynden                  WA        98264     5.3400%        5.31918%     $2,230,000
220   New York                NY        10028     5.3900%        5.30918%     $2,200,000
222   Sedona                  AZ        86336     5.7500%        5.72918%     $2,200,000
223   Beachwood               OH        44122     5.3800%        5.35918%     $2,200,000
226   San Angelo              TX        76904     5.4800%        5.45918%     $2,100,000
228   Strongsville            OH        44136     5.1000%        5.03918%     $2,040,000
229   Sag Harbor              NY        11963     5.4000%        5.37918%     $2,050,000
230   New York                NY        10021     6.3300%        6.24918%     $2,000,000
231   St. George              UT        84770     5.7200%        5.69918%     $1,960,000
232   New York                NY        10011     5.1000%        5.01918%     $1,900,000
234   Miami                   FL        33129     5.9500%        5.92918%     $1,900,000
235   New York                NY        10001     5.0700%        4.98918%     $1,900,000
236   New York                NY        10014     5.7300%        5.64918%     $1,900,000
237   Springfield             OR        97477     5.2100%        5.18918%     $1,900,000
239   Philadelphia            PA        19107     5.4000%        5.37918%     $1,820,000
240   Rock Hill               SC        29732     5.2700%        5.24918%     $1,800,000
241   Astoria                 NY        11103     5.3700%        5.34918%     $1,800,000
243   New York                NY        10016     5.4700%        5.38918%     $1,800,000
244   Westfield               NJ        07090     5.5300%        5.50918%     $1,750,000
245   New York                NY        10025     5.9400%        5.85918%     $1,750,000
246   Firestone               CO        80504     5.6800%        5.65918%     $1,700,000
249   Colorado Springs        CO        80922     5.5800%        5.55918%     $1,650,000
250   Various               Various   Various     5.3900%        5.36918%     $1,628,000
251   Miami                   FL        33129     5.9500%        5.92918%     $1,600,000
254   Orange                  CT        06477     5.9800%        5.95918%     $1,537,500
255   Charlottesville         VA        22902     5.3500%        5.23918%     $1,500,000
257   Pasadena                TX        77502     5.6400%        5.61918%     $1,500,000
258   Canon City              CO        81212     5.2000%        5.17918%     $1,425,000
260   Brigham City            UT        84032     5.9000%        5.87918%     $1,315,000
261   North Tonawanda         NY        14120     5.3300%        5.30918%     $1,300,000
262   Petersburg              VA        23805     5.5000%        5.47918%     $1,300,000
263   Corpus Christi          TX        78410     5.1600%        5.09918%     $1,240,000
264   Rosemead                CA        91770     5.3100%        5.28918%     $1,225,000
265   Irvington               NJ        07111     5.7400%        5.71918%     $1,200,000
266   Southington             CT        06489     5.5200%        5.49918%     $1,200,000
267   El Paso                 TX        79912     5.5000%        5.47918%     $1,180,000
269   Chicago                 IL        60639     5.4700%        5.44918%     $1,130,000
270   New York                NY        10010     5.9000%        5.87918%     $1,100,000
271   Jacksonville            TX        75766     5.6700%        5.64918%     $1,100,000
272   Westfield               NJ        07090     5.5300%        5.50918%     $1,050,000
273   Battle Creek            MI        49015     5.7000%        5.67918%     $1,020,000
274   Hartford                CT        06105     5.8200%        5.79918%     $1,000,000
275   Downey                  CA        90241     5.4800%        5.36918%     $1,000,000
276   Mt. Gilead              OH        43338     5.6600%        5.63918%       $950,000
278   Washington              DC        20009     5.3500%        5.32918%       $850,000
279   Dalton                  GA        30720     5.6400%        5.61918%       $850,000
280   Millport                NY        14864     5.6600%        5.63918%       $700,000

<CAPTION>


                         Rem.                                     Orig            Rem.
           Cut-off      Term to        Maturity                  Amort.          Amort.
 #         Balance     Maturity            Date      ARD          Term            Term
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>           <C>              <C>         <C>         <C>             <C>
  1   $273,800,000             360    8/11/2015      N/A                360             360
  2   $170,000,000             360    3/11/2015      N/A                360             360
  3    $82,300,000   Interest Only     7/8/2015      N/A      Interest Only   Interest Only
  6    $65,000,000             360    1/11/2015      N/A                360             360
  8    $62,500,000             360    8/11/2015      N/A                360             360
  9    $55,000,000             300    7/11/2015      N/A                300             300
 10    $45,400,000   Interest Only    6/11/2035   6/11/2015   Interest Only   Interest Only
 14    $40,000,000             360    7/11/2013      N/A                360             360
 15    $13,664,547             355    6/11/2015      N/A                360             355
 16    $13,594,880             355    6/11/2015      N/A                360             355
 17    $12,549,886             355    6/11/2015      N/A                360             355
 20    $34,000,000             360    9/11/2015      N/A                360             360
 21    $31,000,000             360    6/11/2015      N/A                360             360
 22    $31,000,000             360    9/11/2015      N/A                360             360
 23    $28,941,151             476     7/1/2020      N/A                480             476
 24    $24,000,000             360    8/11/2015      N/A                360             360
 26    $22,500,000             360    7/11/2015      N/A                360             360
 27    $21,650,000             360    9/11/2015      N/A                360             360
 33    $19,941,230             357    8/11/2015      N/A                360             357
 34    $18,600,000             360   12/11/2012      N/A                360             360
 35    $18,500,000             360    8/11/2035   8/11/2015             360             360
 36    $18,000,000             360   10/11/2015      N/A                360             360
 37    $18,000,000   Interest Only   10/11/2015      N/A      Interest Only   Interest Only
 40    $17,117,425   Interest Only    6/11/2012      N/A      Interest Only   Interest Only
 41    $17,000,000             360    7/11/2012      N/A                360             360
 44    $15,000,000             300    9/11/2015      N/A                300             300
 46    $14,300,000             360    7/11/2015      N/A                360             360
 47    $14,000,000             360    7/11/2015      N/A                360             360
 48    $13,709,120             356    7/11/2035   7/11/2020             360             356
 55    $12,661,312             357    9/11/2015      N/A                360             357
 57    $12,636,216             236    7/11/2010      N/A                240             236
 58    $12,080,000             360    6/11/2015      N/A                360             360
 63    $11,410,000             360    6/11/2015      N/A                360             360
 64    $11,375,295             358    9/11/2015      N/A                360             358
 66    $11,000,000             360    7/11/2015      N/A                360             360
 67    $10,930,643             354     5/1/2015      N/A                360             354
 69    $10,600,000             355    8/11/2015      N/A                355             355
 70    $10,484,971             299   10/11/2015      N/A                300             299
 71    $10,350,000             360    7/11/2015      N/A                360             360
 75     $9,567,926             357    7/11/2015      N/A                360             357
 76     $9,479,369             358    9/11/2015      N/A                360             358
 77     $9,200,000             360    9/11/2015      N/A                360             360
 78     $9,166,541             356    7/11/2015      N/A                360             356
 79     $9,000,000             360    7/11/2015      N/A                360             360
 82     $8,750,000             360    8/11/2015      N/A                360             360
 83     $8,650,000             360    8/11/2015      N/A                360             360
 87     $8,000,000             360    9/11/2015      N/A                360             360
 88     $7,982,183             358    9/11/2015      N/A                360             358
 89     $7,973,098             357    9/11/2015      N/A                360             357
 92     $7,718,557             356    7/11/2010      N/A                360             356
 95     $7,490,039             477     8/1/2015      N/A                480             477
 96     $7,470,867             473     4/1/2020      N/A                480             473
 97     $7,470,803             356    6/11/2015      N/A                360             356
 98     $7,458,310             296    7/11/2015      N/A                300             296
 99     $7,377,238             298    8/11/2015      N/A                300             298
100     $7,142,142             352    4/11/2015      N/A                360             352
102     $4,200,000             360    7/11/2015      N/A                360             360
103     $2,923,000             360    8/11/2015      N/A                360             360
104     $7,120,000             360    6/11/2015      N/A                360             360
105     $7,030,418             293    4/11/2015      N/A                300             293
106     $3,100,000             360    6/11/2015      N/A                360             360
107     $2,425,000             360    6/11/2015      N/A                360             360
108     $1,475,000             360    6/11/2015      N/A                360             360
112     $6,375,345             297    8/11/2015      N/A                300             297
116     $6,000,000             360    8/11/2015      N/A                360             360
120     $5,966,287             296    7/11/2015      N/A                300             296
121     $5,767,004             354     5/1/2020      N/A                360             354
125     $5,484,210             298    9/11/2015      N/A                300             298
126     $5,477,310             297    8/11/2015      N/A                300             297
127     $5,352,256             354    5/11/2015      N/A                360             354
128     $5,350,000             360    7/11/2015      N/A                360             360
129     $5,307,968             357    8/11/2015      N/A                360             357
133     $5,200,000   Interest Only     7/1/2015      N/A      Interest Only   Interest Only
135     $5,100,000             360    7/11/2015      N/A                360             360
138     $4,978,588             356    7/11/2035   7/11/2015             360             356
141     $4,900,000             360    6/11/2012      N/A                360             360
143     $4,866,105             237    9/11/2015      N/A                240             237
144     $4,840,000             360    6/11/2015      N/A                360             360
146     $4,688,937             476     7/1/2015      N/A                480             476
147     $4,579,817             297    8/11/2015      N/A                300             297
148     $4,491,184             358    9/11/2015      N/A                360             358
149     $3,326,665             295    7/11/2015      N/A                300             295
150       $645,472             295    7/11/2015      N/A                300             295
151       $497,659             355    7/11/2015      N/A                360             355
152     $4,450,000             360    7/11/2015      N/A                360             360
155     $4,332,552             356    7/11/2015      N/A                360             356
156     $4,300,000             360    7/11/2015      N/A                360             360
157     $4,300,000             360    5/11/2015      N/A                360             360
158     $4,183,460             356    7/11/2015      N/A                360             356
159     $4,100,000             360    4/11/2015      N/A                360             360
160     $4,077,749             355    7/11/2015      N/A                360             355
163     $1,993,687             357    8/11/2015      N/A                360             357
164     $1,993,687             357    8/11/2015      N/A                360             357
165     $3,987,234             357    8/11/2015      N/A                360             357
170     $3,650,000             360    7/11/2015      N/A                360             360
171     $3,612,022             358    8/11/2015      N/A                360             358
174     $3,440,000             360    9/11/2015      N/A                360             360
175     $3,425,000             360    6/11/2015      N/A                360             360
179     $3,282,129             355    6/11/2015      N/A                360             355
180     $3,240,940             475     6/1/2015      N/A                480             475
181     $3,238,953             357    8/11/2015      N/A                360             357
182     $3,200,000   Interest Only    8/11/2015      N/A      Interest Only   Interest Only
183     $3,169,671             357    8/11/2015      N/A                360             357
189     $2,976,842             295    6/11/2015      N/A                300             295
190     $2,970,022             350     1/1/2015      N/A                360             350
191     $2,950,780             357    8/11/2015      N/A                360             357
192     $2,920,000             360    8/11/2015      N/A                360             360
193     $2,900,000             360    7/11/2015      N/A                360             360
194     $2,855,366             237    8/11/2015      N/A                240             237
197     $2,788,887             472     3/1/2015      N/A                480             472
198     $2,773,776             294     5/1/2015      N/A                300             294
199     $2,741,585             357    8/11/2015      N/A                360             357
200     $2,730,883             353    4/11/2015      N/A                360             353
201     $2,545,488             354    5/11/2015      N/A                360             354
204     $2,489,150             356    7/11/2015      N/A                360             356
205     $2,486,201             355     6/1/2015      N/A                360             355
206     $2,485,877             296    7/11/2015      N/A                300             296
209     $2,394,799             358    9/11/2015      N/A                360             358
210     $2,393,633             475     6/1/2015      N/A                480             475
211     $2,392,374             357    8/11/2015      N/A                360             357
213     $2,337,706             355    7/11/2015      N/A                360             355
214     $2,293,227             298    9/11/2015      N/A                300             298
215     $2,265,000             360    7/11/2015      N/A                360             360
216     $2,250,000   Interest Only     6/1/2015      N/A      Interest Only   Interest Only
217     $2,241,241             356    7/11/2015      N/A                360             356
218     $2,237,984             355     6/1/2015      N/A                360             355
219     $2,230,000             360    7/11/2015      N/A                360             360
220     $2,200,000   Interest Only     6/1/2015      N/A      Interest Only   Interest Only
222     $2,193,782             357    8/11/2015      N/A                360             357
223     $2,190,144             297    8/11/2015      N/A                300             297
226     $2,091,673             356    7/11/2015      N/A                360             356
228     $2,040,000             360    8/11/2015      N/A                360             360
229     $2,039,392             355    7/11/2015      N/A                360             355
230     $1,990,601             470     1/1/2015      N/A                480             470
231     $1,952,649             356    7/11/2010      N/A                360             356
232     $1,900,000   Interest Only     6/1/2015      N/A      Interest Only   Interest Only
234     $1,894,873             357    7/11/2015      N/A                360             357
235     $1,894,193             475     6/1/2015      N/A                480             475
236     $1,892,338             472     3/1/2015      N/A                480             472
237     $1,876,023             118   10/11/2015      N/A                120             118
239     $1,816,204             358    9/11/2015      N/A                360             358
240     $1,800,000             360    8/11/2015      N/A                360             360
241     $1,796,221             358    9/11/2015      N/A                360             358
243     $1,792,805             415     6/1/2015      N/A                420             415
244     $1,741,199             355    6/11/2015      N/A                360             355
245     $1,733,831             351     2/1/2015      N/A                360             351
246     $1,691,731             355    6/11/2015      N/A                360             355
249     $1,643,606             356    8/11/2015      N/A                360             356
250     $1,623,007             357    8/11/2015      N/A                360             357
251     $1,595,683             357    7/11/2015      N/A                360             357
254     $1,534,675             358    9/11/2015      N/A                360             358
255     $1,500,000             360    7/11/2015      N/A                360             360
257     $1,495,652             357    8/11/2015      N/A                360             357
258     $1,417,299             355    6/11/2015      N/A                360             355
260     $1,303,394             351    2/11/2015      N/A                360             351
261     $1,300,000             360    8/11/2015      N/A                360             360
262     $1,296,110             357    8/11/2015      N/A                360             357
263     $1,234,713             356    8/11/2015      N/A                360             356
264     $1,221,176             357    8/11/2012      N/A                360             357
265     $1,198,936             359   10/11/2015      N/A                360             359
266     $1,193,952             355    7/11/2015      N/A                360             355
267     $1,174,750             238    9/11/2015      N/A                240             238
269     $1,127,678             358    9/11/2015      N/A                360             358
270     $1,096,997             357    8/11/2015      N/A                360             357
271     $1,095,315             297    8/11/2015      N/A                300             297
272     $1,044,719             355    6/11/2015      N/A                360             355
273     $1,013,430             237    8/11/2015      N/A                240             237
274       $999,131             359   10/11/2015      N/A                360             359
275       $997,020             298    9/11/2015      N/A                300             298
276       $944,633             296    7/11/2015      N/A                300             296
278       $847,370             357    8/11/2015      N/A                360             357
279       $844,091             178    9/11/2020      N/A                180             178
280       $696,046             296    7/11/2015      N/A                300             296

<CAPTION>

                    Units/
                   Sq. Ft./
       Monthly      Rooms/    Interest Calculation    Administration
 #     Payment       Pads     (30/360 / Actual/360)        Fees         Due Date   ARD (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>           <C>            <C>                       <C>              <C>     <C>
  1   $1,365,720    791,993        Actual/360                0.02082%         11      No
  2     $918,736    621,291        Actual/360                0.02082%         11      No
  3     $342,506    677,376        Actual/360                0.02082%          8      No
  6     $358,932        310        Actual/360                0.02082%         11      No
  8     $352,519        481        Actual/360                0.02082%         11      No
  9     $330,236    545,025        Actual/360                0.02082%         11      No
 10     $191,104    157,932        Actual/360                0.05082%         11      Yes
 14     $223,365    313,802        Actual/360                0.02082%         11      No
 15      $80,299        402        Actual/360                0.02082%         11      No
 16      $79,890        402        Actual/360                0.02082%         11      No
 17      $73,749        302        Actual/360                0.02082%         11      No
 20     $186,488        442        Actual/360                0.02082%         11      No
 21     $179,924    537,716        Actual/360                0.06082%         11      No
 22     $169,842    243,204        Actual/360                0.02082%         11      No
 23     $152,089        787        Actual/360                0.08082%          1      No
 24     $130,455    173,148        Actual/360                0.02082%         11      No
 26     $130,733        316        Actual/360                0.02082%         11      No
 27     $118,749        336        Actual/360                0.02082%         11      No
 33     $114,564    390,000        Actual/360                0.02082%         11      No
 34     $103,865        280        Actual/360                0.02082%         11      No
 35      $98,297    153,190        Actual/360                0.02082%         11      Yes
 36      $99,749      4,600        Actual/360                0.02082%         11      No
 37      $78,323        360        Actual/360                0.02082%         11      No
 40      $71,301    144,152        Actual/360                0.02082%         11      No
 41      $94,191     93,194        Actual/360                0.02082%         11      No
 44      $95,913        140        Actual/360                0.02082%         11      No
 46      $77,115     90,804        Actual/360                0.02082%         11      No
 47      $77,309        260        Actual/360                0.02082%         11      No
 48      $80,562    141,480        Actual/360                0.07082%         11      Yes
 55      $71,473    140,288        Actual/360                0.02082%         11      No
 57      $86,844        130        Actual/360                0.02082%         11      No
 58      $65,151     31,357        Actual/360                0.06082%         11      No
 63      $61,566     35,898        Actual/360                0.06082%         11      No
 64      $62,740     45,801        Actual/360                0.02082%         11      No
 66      $59,724     51,406        Actual/360                0.02082%         11      No
 67      $63,055        249        Actual/360                0.08082%          1      No
 69      $61,724     25,501        Actual/360                0.02082%         11      No
 70      $63,854    126,396        Actual/360                0.02082%         11      No
 71      $56,450    119,918        Actual/360                0.02082%         11      No
 75      $51,535        184        Actual/360                0.08082%         11      No
 76      $52,224    137,081        Actual/360                0.02082%         11      No
 77      $50,717     38,331        Actual/360                0.06082%         11      No
 78      $54,275     76,914        Actual/360                0.02082%         11      No
 79      $48,865     44,120        Actual/360                0.02082%         11      No
 82      $45,644        150        Actual/360                0.02082%         11      No
 83      $46,965     54,749        Actual/360                0.02082%         11      No
 87      $44,823        200        Actual/360                0.02082%         11      No
 88      $43,387        111        Actual/360                0.02082%         11      No
 89      $42,799    122,100        Actual/360                0.02082%         11      No
 92      $43,422        308        Actual/360                0.02082%         11      No
 95      $39,657        222        Actual/360                0.08082%          1      No
 96      $38,814        213        Actual/360                0.08082%          1      No
 97      $42,867     78,139        Actual/360                0.06082%         11      No
 98      $47,183         80        Actual/360                0.02082%         11      No
 99      $44,519     98,781        Actual/360                0.02082%         11      No
100      $41,107     85,848        Actual/360                0.02082%         11      No
102      $23,453        128        Actual/360                0.02082%         11      No
103      $16,141         86        Actual/360                0.02082%         11      No
104      $39,141        184        Actual/360                0.02082%         11      No
105      $45,183        122        Actual/360                0.02082%         11      No
106      $16,641     11,000        Actual/360                0.06082%         11      No
107      $13,018     10,423        Actual/360                0.06082%         11      No
108       $7,918      3,993        Actual/360                0.06082%         11      No
112      $42,140         90        Actual/360                0.02082%         11      No
116      $33,542        125        Actual/360                0.02082%         11      No
120      $37,529         90        Actual/360                0.02082%         11      No
121      $35,123        320        Actual/360                0.08082%          1      No
125      $34,435         90        Actual/360                0.02082%         11      No
126      $34,934         88        Actual/360                0.02082%         11      No
127      $30,440        146        Actual/360                0.02082%         11      No
128      $29,444     40,211        Actual/360                0.02082%         11      No
129      $29,240     80,600        Actual/360                0.06082%         11      No
133      $23,637        156        Actual/360                0.08082%          1      No
135      $27,722         92        Actual/360                0.02082%         11      No
138      $27,271         75        Actual/360                0.02082%         11      Yes
141      $28,223        156        Actual/360                0.02082%         11      No
143      $32,745        334        Actual/360                0.02082%         11      No
144      $25,834     19,822        Actual/360                0.06082%         11      No
146      $23,102        140        Actual/360                0.08082%          1      No
147      $28,248    225,515        Actual/360                0.02082%         11      No
148      $26,090         48        Actual/360                0.02082%         11      No
149      $21,278     32,470        Actual/360                0.02082%         11      No
150       $4,129     11,918        Actual/360                0.02082%         11      No
151       $2,950         30        Actual/360                0.02082%         11      No
152      $24,766     60,428        Actual/360                0.11082%         11      No
155      $24,508     50,184        Actual/360                0.11082%         11      No
156      $23,373         73        Actual/360                0.02082%         11      No
157      $24,253        166        Actual/360                0.02082%         11      No
158      $23,874     26,587        Actual/360                0.02082%         11      No
159      $22,895         57        Actual/360                0.02082%         11      No
160      $22,463        120        Actual/360                0.06082%         11      No
163      $11,056     13,496        Actual/360                0.02082%         11      No
164      $11,056     13,831        Actual/360                0.02082%         11      No
165      $21,989        120        Actual/360                0.02082%         11      No
170      $20,610    120,524        Actual/360                0.02082%         11      No
171      $19,744     49,800        Actual/360                0.02082%         11      No
174      $18,446     17,930        Actual/360                0.02082%         11      No
175      $18,828     16,029        Actual/360                0.02082%         11      No
179      $18,100     15,920        Actual/360                0.02082%         11      No
180      $16,685        131        Actual/360                0.08082%          1      No
181      $17,288     46,689        Actual/360                0.02082%         11      No
182      $13,410        103        Actual/360                0.02082%         11      No
183      $17,324     48,194        Actual/360                0.02082%         11      No
189      $17,977         66        Actual/360                0.02082%         11      No
190      $18,180         73          30/360                  0.08082%          1      No
191      $16,474     15,507        Actual/360                0.02082%         11      No
192      $15,444         72        Actual/360                0.02082%         11      No
193      $16,212    108,266        Actual/360                0.02082%         11      No
194      $19,373     24,464        Actual/360                0.02082%         11      No
197      $15,621         60          30/360                  0.08082%          1      No
198      $17,034        127        Actual/360                0.08082%          1      No
199      $15,442     46,657        Actual/360                0.02082%         11      No
200      $15,839         72        Actual/360                0.02082%         11      No
201      $14,972         96        Actual/360                0.09082%         11      No
204      $13,543        200        Actual/360                0.02082%         11      No
205      $13,997        209        Actual/360                0.08082%          1      No
206      $15,592        180        Actual/360                0.02082%         11      No
209      $13,208     20,504        Actual/360                0.02082%         11      No
210      $12,603         86        Actual/360                0.08082%          1      No
211      $13,223      7,902        Actual/360                0.02082%         11      No
213      $13,123         25        Actual/360                0.02082%         11      No
214      $14,193     56,700        Actual/360                0.02082%         11      No
215      $12,662     10,993        Actual/360                0.02082%         11      No
216      $10,369         25          30/360                  0.08082%          1      No
217      $12,860     12,000        Actual/360                0.02082%         11      No
218      $13,031        129          30/360                  0.08082%          1      No
219      $12,439         45        Actual/360                0.02082%         11      No
220       $9,882         23          30/360                  0.08082%          1      No
222      $12,839     13,350        Actual/360                0.02082%         11      No
223      $13,353     28,385        Actual/360                0.02082%         11      No
226      $11,897        100        Actual/360                0.02082%         11      No
228      $11,076     20,939        Actual/360                0.06082%         11      No
229      $11,511      5,400        Actual/360                0.02082%         11      No
230      $11,468         62          30/360                  0.08082%          1      No
231      $11,401        154        Actual/360                0.02082%         11      No
232       $8,187         13        Actual/360                0.08082%          1      No
234      $11,330     32,470        Actual/360                0.02082%         11      No
235       $9,339         20        Actual/360                0.08082%          1      No
236      $10,203         20        Actual/360                0.08082%          1      No
237      $20,348        164        Actual/360                0.02082%         11      No
239      $10,220         28        Actual/360                0.02082%         11      No
240       $9,962         48        Actual/360                0.02082%         11      No
241      $10,074         20        Actual/360                0.02082%         11      No
243       $9,631         60          30/360                  0.08082%          1      No
244       $9,969     13,200        Actual/360                0.02082%         11      No
245      $10,517         48        Actual/360                0.08082%          1      No
246       $9,845     12,862        Actual/360                0.02082%         11      No
249       $9,452     12,000        Actual/360                0.02082%         11      No
250       $9,132         62        Actual/360                0.02082%         11      No
251       $9,541     18,820        Actual/360                0.02082%         11      No
254       $9,198     14,378        Actual/360                0.02082%         11      No
255       $8,376         20        Actual/360                0.11082%         11      No
257       $8,649         60        Actual/360                0.02082%         11      No
258       $7,825         66        Actual/360                0.02082%         11      No
260       $7,800         84        Actual/360                0.02082%         11      No
261       $7,243     22,000        Actual/360                0.02082%         11      No
262       $7,381         37        Actual/360                0.02082%         11      No
263       $6,778      6,010        Actual/360                0.06082%         11      No
264       $6,810         22        Actual/360                0.02082%         11      No
265       $6,995         18        Actual/360                0.02082%         11      No
266       $6,829     14,295        Actual/360                0.02082%         11      No
267       $8,117     30,979        Actual/360                0.02082%         11      No
269       $6,395     13,125        Actual/360                0.02082%         11      No
270       $6,525          2        Actual/360                0.02082%         11      No
271       $6,867     16,310        Actual/360                0.02082%         11      No
272       $5,982          4        Actual/360                0.02082%         11      No
273       $7,132         43        Actual/360                0.02082%         11      No
274       $5,880         20        Actual/360                0.02082%         11      No
275       $6,129     52,443        Actual/360                0.11082%         11      No
276       $5,925         71        Actual/360                0.02082%         11      No
278       $4,747         20        Actual/360                0.02082%         11      No
279       $7,009         78        Actual/360                0.02082%         11      No
280       $4,366         70        Actual/360                0.02082%         11      No

<CAPTION>



                   Earthquake   Environmental       Fee/         Letter of     Loan Group
 #    Defeasance   Insurance      Insurance       Leasehold     Credit (Y/N)       #
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>            <C>        <C>                 <C>        <C>
  1      Yes          N/A            No              Fee             No                 1
  2      Yes          N/A            No              Fee             No                 1
  3      Yes          N/A            No              Fee             No                 1
  6      Yes          N/A            No              Fee             No                 1
  8      Yes          N/A            No              Fee             No                 1
  9      Yes          N/A            No         Fee/Leasehold        No                 1
 10      Yes          N/A            No              Fee             No                 1
 14      Yes          N/A            No              Fee             No                 1
 15      Yes          N/A            No              Fee             No                 2
 16      Yes          N/A            No              Fee             No                 2
 17      Yes          N/A            No              Fee             No                 2
 20      Yes          N/A            No              Fee             No                 2
 21      Yes          N/A            No              Fee             No                 1
 22      Yes          N/A            No              Fee             No                 1
 23      Yes          N/A            No              Fee             No                 2
 24      Yes          N/A            No              Fee             No                 1
 26      Yes          N/A            No              Fee             No                 2
 27      Yes          N/A            No              Fee             No                 2
 33      Yes          N/A            No              Fee             No                 1
 34      Yes          N/A            No              Fee             No                 2
 35      Yes          N/A            No              Fee             No                 1
 36      Yes          N/A            No              Fee            Yes                 1
 37      Yes          N/A            No              Fee             No                 2
 40      Yes          N/A            No              Fee             No                 1
 41      Yes          N/A            No              Fee             No                 1
 44      Yes          N/A            No              Fee             No                 1
 46      Yes          N/A            No              Fee             No                 1
 47      Yes          N/A            No              Fee             No                 2
 48      Yes          N/A            No              Fee             No                 1
 55      Yes          N/A            No              Fee             No                 1
 57      Yes          N/A            No              Fee             No                 1
 58      Yes          N/A            No              Fee             No                 1
 63      Yes          N/A            No              Fee             No                 1
 64      Yes          N/A            No              Fee             No                 1
 66      Yes          N/A            No              Fee             No                 1
 67      Yes          N/A            No              Fee             No                 1
 69      Yes          N/A            No              Fee             No                 1
 70      Yes          N/A            No              Fee             No                 1
 71      Yes          N/A            No              Fee             No                 1
 75      Yes          N/A            No              Fee             No                 2
 76      Yes          N/A            No              Fee             No                 1
 77      Yes          N/A            No              Fee             No                 1
 78      Yes          N/A            No              Fee             No                 1
 79      Yes          N/A            No              Fee             No                 1
 82      Yes          N/A            No              Fee             No                 2
 83      Yes          N/A            No              Fee             No                 1
 87      Yes          N/A            No              Fee             No                 2
 88      Yes          N/A            No              Fee             No                 2
 89      Yes          N/A            No              Fee             No                 1
 92      Yes          N/A            No              Fee             No                 2
 95       No          N/A            No              Fee             No                 2
 96       No          N/A            No              Fee             No                 1
 97      Yes          N/A            No              Fee             No                 1
 98      Yes          N/A            No              Fee             No                 1
 99      Yes          N/A            No              Fee             No                 1
100      Yes          N/A            No              Fee             No                 1
102      Yes          N/A            No              Fee             No                 2
103      Yes          N/A            Yes             Fee             No                 2
104      Yes          N/A            No              Fee             No                 2
105      Yes          N/A            No              Fee             No                 1
106      Yes          N/A            No              Fee             No                 1
107      Yes          N/A            No              Fee             No                 1
108      Yes          N/A            No              Fee             No                 1
112      Yes          N/A            No              Fee             No                 1
116      Yes          N/A            No              Fee             No                 2
120      Yes          N/A            No              Fee             No                 1
121       No          N/A            No              Fee             No                 2
125      Yes          N/A            No              Fee             No                 1
126      Yes          N/A            No              Fee             No                 1
127      Yes          N/A            No              Fee             No                 2
128      Yes          N/A            No              Fee             No                 1
129      Yes          N/A            No              Fee             No                 1
133       No          N/A            No              Fee             No                 1
135      Yes          N/A            No              Fee             No                 2
138      Yes          N/A            No              Fee             No                 2
141      Yes          N/A            No              Fee             No                 2
143      Yes          N/A            No              Fee             No                 1
144      Yes          N/A            No              Fee             No                 1
146      Yes          N/A            No              Fee             No                 1
147      Yes          N/A            No              Fee             No                 1
148      Yes          N/A            No              Fee             No                 2
149      Yes          N/A            Yes             Fee             No                 1
150      Yes          N/A            Yes             Fee             No                 1
151      Yes          N/A            Yes             Fee             No                 1
152      Yes          N/A            No              Fee             No                 1
155      Yes          N/A            No              Fee             No                 1
156      Yes          N/A            No              Fee             No                 2
157      Yes          N/A            No              Fee             No                 2
158      Yes          N/A            No              Fee             No                 1
159      Yes          N/A            No              Fee            Yes                 2
160      Yes          N/A            No              Fee             No                 2
163      Yes          N/A            No              Fee             No                 1
164      Yes          N/A            No              Fee             No                 1
165      Yes          N/A            No              Fee             No                 2
170      Yes          N/A            No              Fee             No                 1
171      Yes          N/A            No              Fee             No                 1
174      Yes          N/A            No              Fee             No                 1
175      Yes          N/A            No              Fee             No                 1
179       No          N/A            Yes             Fee             No                 1
180       No          N/A            No              Fee             No                 1
181      Yes          N/A            Yes             Fee             No                 1
182      Yes          N/A            Yes             Fee             No                 2
183      Yes          N/A            No              Fee             No                 1
189      Yes          N/A            No              Fee             No                 1
190       No          N/A            No              Fee             No                 1
191      Yes          N/A            No              Fee             No                 1
192      Yes          N/A            Yes             Fee             No                 2
193      Yes          N/A            No              Fee             No                 1
194      Yes          N/A            No              Fee             No                 1
197       No          N/A            No              Fee             No                 1
198       No          N/A            No              Fee             No                 1
199      Yes          N/A            Yes             Fee             No                 1
200      Yes          N/A            No              Fee             No                 2
201      Yes          N/A            No              Fee             No                 2
204      Yes          N/A            Yes             Fee             No                 2
205       No          N/A            No              Fee             No                 2
206      Yes          N/A            Yes             Fee             No                 1
209      Yes          N/A            Yes             Fee             No                 1
210       No          N/A            No              Fee             No                 1
211      Yes          N/A            No              Fee             No                 1
213      Yes          N/A            Yes             Fee             No                 2
214      Yes          N/A            Yes             Fee             No                 1
215      Yes          N/A            No              Fee             No                 1
216       No          N/A            No              Fee             No                 1
217      Yes          N/A            Yes             Fee             No                 1
218       No          N/A            No              Fee             No                 2
219      Yes          N/A            Yes             Fee             No                 2
220       No          N/A            No              Fee             No                 1
222      Yes          N/A            Yes             Fee             No                 1
223       No          N/A            Yes             Fee             No                 1
226      Yes          N/A            No              Fee             No                 2
228      Yes          N/A            No              Fee             No                 1
229      Yes          N/A            Yes             Fee             No                 1
230      Yes          N/A            No              Fee             No                 1
231      Yes          N/A            Yes             Fee             No                 2
232       No          N/A            No              Fee             No                 1
234      Yes          N/A            Yes             Fee             No                 1
235       No          N/A            No              Fee             No                 1
236       No          N/A            No              Fee             No                 1
237      Yes          N/A            Yes             Fee             No                 1
239      Yes          N/A            Yes             Fee             No                 2
240      Yes          N/A            Yes             Fee             No                 2
241      Yes          N/A            Yes             Fee             No                 2
243       No          N/A            No              Fee             No                 1
244       No          N/A            Yes             Fee             No                 1
245       No          N/A            No              Fee             No                 1
246      Yes          N/A            No              Fee             No                 1
249       No          N/A            No              Fee             No                 1
250      Yes          N/A            Yes             Fee             No                 2
251      Yes          N/A            Yes             Fee             No                 1
254      Yes          N/A            Yes             Fee             No                 1
255      Yes          N/A            Yes             Fee             No                 2
257       No          N/A            Yes             Fee             No                 2
258      Yes          N/A            No              Fee             No                 2
260      Yes          N/A            Yes             Fee             No                 1
261      Yes          N/A            No              Fee             No                 1
262      Yes          N/A            Yes             Fee             No                 2
263      Yes          N/A            Yes             Fee             No                 1
264      Yes          N/A            Yes             Fee             No                 2
265      Yes          N/A            No              Fee             No                 2
266      Yes          N/A            Yes             Fee             No                 1
267      Yes          N/A            Yes             Fee             No                 1
269       No          N/A            No              Fee            Yes                 1
270      Yes          N/A            No              Fee             No                 1
271      Yes          N/A            Yes             Fee             No                 1
272       No          N/A            Yes             Fee             No                 1
273      Yes          N/A            Yes             Fee             No                 2
274      Yes          N/A            Yes             Fee             No                 1
275      Yes          N/A            No           Leasehold          No                 1
276      Yes          N/A            Yes             Fee             No                 1
278      Yes          N/A            No              Fee             No                 2
279      Yes          N/A            No              Fee             No                 2
280      Yes          N/A            Yes        Fee/Leasehold        No                 1
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2005-C5


 #      Crossed   Property Name                                                                                Address
----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                 <C>
 4      Palmer Center                                                       2 North through 90 South Cascade Avenue
 5      120 Wall Street                                                     120 Wall Street
 7      Silver Portfolio-Kimco                                              Various
11      Valley Forge Office Center                                          530 and 580 Swedesford Road
13      Centergy Office                                                     75 Fifth Street Northwest
19      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North       Various
25      Saddle Creek Apartments                                             43398 Citation Drive
28      Ventana Apartments                                                  11020 Huebner Oaks
29      Marlton Square                                                      300 Route 73 South
38      Independence Village - Peoria                                       1201 West Northmoor
39      Independence Village - Winston Salem                                2945 Reynolda Road
42      Polo Club                                                           39352 Polo Club Drive
45      Cedar Run Apartments                                                888 South Oneida Street
49      Hilton Suites Anaheim                                               400 North State College Boulevard
53      Leafstone Apartments                                                10100 Brown Bridge Road
54      Peckham Square                                                      3750 Kietzke Lane
56      The Ashford at Stone Ridge                                          1048 Flat Shoals Road
59      Plaza at Williams Centre                                            5340 - 5480 East Broadway Boulevard
60      Covington Plaza                                                     731 East Union Hills Road
61      River Place Apartments                                              4501 Old Caldwell Mill Road
62      La Habra Business Center and Tuff Guy Storage                       1020-1160 South Cypress Street
65      Topanga Portfolio                                                   Various
68      Atrium Office Park                                                  851-865 Southwest 78th Avenue
72      Grande Apartments                                                   240 West Sumner Avenue
74      Rendina - Southpointe Medical Center                                600 South Pine Island Road
81      Murphy Canyon Office Building                                       4995 Murphy Canyon Road
84      Residence Inn - Franklin                                            4 Forge Parkway
86      Country Club Plaza                                                  1701 Legacy Drive
90      Residence Inn by Marriott - Novi                                    27477 Cabaret Drive
93      Residence Inn by Marriott - Weston                                  2605 Weston Road
94      Main Place Shopping Center                                          1800 South Main Street
111     Edinburg Regional Medical Plaza I                                   4302 South Sugar Road
113     Towne Place Suites by Marriott - Orlando                            11801 High Tech Avenue
114     Klein MF Portfolio (Quail and Greentree)                            Various
117     Quail Pointe Apartments                                             1010 Henderson Road
119     Tempe St. Luke's Office Building                                    1492 South Mill Avenue
122     Springhill Suites - Southfield                                      28555 Northwestern Highway
123     North Rivers Business Center                                        2070 Northbrook Boulevard
130     1120 Nasa                                                           1120 Nasa Road One
131     Tower Park                                                          1601 Holleman Drive
132     Redbird Village                                                     4343 West Camp Wisdom Road
136     Beverly Wilshire Retail                                             Various
137     JFK Medical Pavilion I                                              8188 Jog Road
139     Courtyard by Marriott - Grand Rapids Airport                        4741 28th Street Southeast
142     Chefalo Self Storage                                                24801 Industrial Boulevard
145     Fairfield Inn by Marriott - Fort Myers                              7090 Cypress Terrace
153     Walgreens (Missouri, TX)                                            4042 Lake Shore Harbour Boulevard
154     West Oxmoor Tower                                                   11 West Oxmoor Road
161     Walgreens (Statesboro)                                              516 Northside Drive East
166     Holiday Inn Express - Hialeah                                       6650 West 20th Avenue
167     Walgreens (New Braunfels)                                           1210 North Business IH-35
168     8700 Commerce Park                                                  8700 Commerce Park Drive
169     Garden Village Apartments                                           2000 North Mattis Avenue
172     Reddington El Paso Office                                           6070 Gateway Boulevard East
173     Crossroads Plaza                                                    5025 and 5035 South Fort Apache Road
177     Lake Crest Plaza                                                    2341 John Hawkins Parkway
186     Madison Avenue Home Center                                          27230 Madison Avenue
187     Congress Professional Center I                                      1640 South Congress Avenue
188     213 Summerhill Road                                                 213 Summerhill Road
195     Sinking Spring Marketplace                                          SR Route 422 and Krick Lane
196     5450 Northwest Central                                              5450 Northwest Central Drive
202     Kerr- 722 West Independence Blvd                                    722 West Independence Boulevard
203     Newbridge Road Shopping Center                                      673-709 Newbridge Road
207     Space Savers Self Storage                                           27250 U.S. Highway 98
208     A & M Mobile Home Park                                              4900 Southeast 102nd Place
212     Cahuenga Apartments                                                 4605 Cahuenga Boulevard
221     EZ Encino                                                           17050 Ventura Boulevard
224     Jefferson Auto Center                                               26622 Jefferson Avenue
225     Osler Medical Arts Pavilion                                         490 Center Lake Circle
227     Kerr Drug - Raleigh                                                 2901 Wakefield Pines Drive
233     Kerr Drug - Franklinton                                             3422 US Highway 1
238     Kerr Drug - St. Pauls                                               419 West Broad Street
242     Kerr- 407 West Main St.                                             407 West Main Street
247     Kerr Drug - Johns Island                                            2803 Maybank Highway
248     Bluebird Apartments                                                 904 Rice Street
252     Seven Juliustown                                                    7 Juliustown Road
253     Kerr Drug - Summerville                                             1515 Old Trolley Road
256     Dothan South Plaza                                                  301 West Inez Road
259     Kerr Drug - Maxton                                                  106 Martin Luther King, Jr. Drive
277     Hillcrest MHC and Colonial Estates MHC                              3130 Hillcrest Road and 1509 Church Street


<CAPTION>
(TABLE CONTINUED)

                                                                                                                     Zip
 #      Crossed   Property Name                                                City                    State         Code
-----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                   <C>                   <C>             <C>
 4      Palmer Center                                                        Colorado Springs      CO               80903
 5      120 Wall Street                                                      New York              NY               10005
 7      Silver Portfolio-Kimco                                               Various               Various         Various
11      Valley Forge Office Center                                           Wayne                 PA               19403
13      Centergy Office                                                      Atlanta               GA               30308
19      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North        Various               Various         Various
25      Saddle Creek Apartments                                              Novi                  MI               48375
28      Ventana Apartments                                                   San Antonio           TX               78230
29      Marlton Square                                                       Marlton               NJ               08053
38      Independence Village - Peoria                                        Peoria                IL               61614
39      Independence Village - Winston Salem                                 Winston-Salem         NC               27106
42      Polo Club                                                            Farmington Hills      MI               48335
45      Cedar Run Apartments                                                 Denver                CO               80224
49      Hilton Suites Anaheim                                                Orange                CA               92868
53      Leafstone Apartments                                                 Covington             GA               30014
54      Peckham Square                                                       Reno                  NV               89502
56      The Ashford at Stone Ridge                                           College Park          GA               30349
59      Plaza at Williams Centre                                             Tucson                AZ               85711
60      Covington Plaza                                                      Phoenix               AZ               85024
61      River Place Apartments                                               Birmingham            AL               35242
62      La Habra Business Center and Tuff Guy Storage                        La Habra              CA               90631
65      Topanga Portfolio                                                    Various               Various         Various
68      Atrium Office Park                                                   Plantation            FL               33324
72      Grande Apartments                                                    Roselle Park          NJ               07204
74      Rendina - Southpointe Medical Center                                 Plantation            FL               33324
81      Murphy Canyon Office Building                                        San Diego             CA               92123
84      Residence Inn - Franklin                                             Franklin              MA               02038
86      Country Club Plaza                                                   Frisco                TX               75034
90      Residence Inn by Marriott - Novi                                     Novi                  MI               48377
93      Residence Inn by Marriott - Weston                                   Weston                FL               33331
94      Main Place Shopping Center                                           McAllen               TX               78503
111     Edinburg Regional Medical Plaza I                                    Edinburg              TX               78539
113     Towne Place Suites by Marriott - Orlando                             Orlando               FL               32817
114     Klein MF Portfolio (Quail and Greentree)                             Various               Various         Various
117     Quail Pointe Apartments                                              Huntsville            AL               35816
119     Tempe St. Luke's Office Building                                     Tempe                 AZ               85281
122     Springhill Suites - Southfield                                       Southfield            MI               48034
123     North Rivers Business Center                                         North Charleston      SC               29418
130     1120 Nasa                                                            Nassau Bay            TX               77058
131     Tower Park                                                           College Station       TX               77840
132     Redbird Village                                                      Dallas                TX               75237
136     Beverly Wilshire Retail                                              Various               Various         Various
137     JFK Medical Pavilion I                                               Boynton Beach         FL               33437
139     Courtyard by Marriott - Grand Rapids Airport                         Kentwood              MI               49512
142     Chefalo Self Storage                                                 Hayward               CA               94545
145     Fairfield Inn by Marriott - Fort Myers                               Fort Myers            FL               33907
153     Walgreens (Missouri, TX)                                             Missouri City         TX               77459
154     West Oxmoor Tower                                                    Birmingham            AL               35209
161     Walgreens (Statesboro)                                               Statesboro            GA               30458
166     Holiday Inn Express - Hialeah                                        Hialeah               FL               33016
167     Walgreens (New Braunfels)                                            New Braunfels         TX               78130
168     8700 Commerce Park                                                   Houston               TX               77036
169     Garden Village Apartments                                            Champaign             IL               61821
172     Reddington El Paso Office                                            El Paso               TX               79905
173     Crossroads Plaza                                                     Las Vegas             NV               89148
177     Lake Crest Plaza                                                     Hoover                AL               35244
186     Madison Avenue Home Center                                           Temecula              CA               92590
187     Congress Professional Center I                                       Palm Springs          FL               33461
188     213 Summerhill Road                                                  East Brunswick        NJ               08816
195     Sinking Spring Marketplace                                           Sinking Spring        PA               19608
196     5450 Northwest Central                                               Houston               TX               77092
202     Kerr- 722 West Independence Blvd                                     Mount Airy            NC               27030
203     Newbridge Road Shopping Center                                       Levittown             NY               11756
207     Space Savers Self Storage                                            Daphne                AL               36526
208     A & M Mobile Home Park                                               Belleview             FL               34420
212     Cahuenga Apartments                                                  Toluca Lake           CA               91602
221     EZ Encino                                                            Encino                CA               91316
224     Jefferson Auto Center                                                Murrieta              CA               92562
225     Osler Medical Arts Pavilion                                          Palm Bay              FL               32907
227     Kerr Drug - Raleigh                                                  Raleigh               NC               27614
233     Kerr Drug - Franklinton                                              Franklinton           NC               27525
238     Kerr Drug - St. Pauls                                                St. Pauls             NC               28384
242     Kerr- 407 West Main St.                                              Jamestown             NC               27282
247     Kerr Drug - Johns Island                                             John's Island         SC               29412
248     Bluebird Apartments                                                  St. Paul              MN               55117
252     Seven Juliustown                                                     Brown Mills           NJ               08015
253     Kerr Drug - Summerville                                              Summerville           SC               29485
256     Dothan South Plaza                                                   Dothan                AL               36301
259     Kerr Drug - Maxton                                                   Maxton                NC               28364
277     Hillcrest MHC and Colonial Estates MHC                               Vincennes             IN               47591




<CAPTION>
(TABLE CONTINUED)

                                                                         Interest     Net Mortgage      Original       Cut-off
 #      Crossed   Property Name                                            Rate           Rate          Balance        Balance
----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                <C>           <C>             <C>            <C>
 4      Palmer Center                                                     5.0800%       4.97918%        $79,580,000    $79,580,000
 5      120 Wall Street                                                   4.9000%       4.79918%        $70,000,000    $70,000,000
 7      Silver Portfolio-Kimco                                            4.9400%       4.83918%        $65,000,000    $64,933,333
11      Valley Forge Office Center                                        5.4300%       5.32918%        $44,000,000    $44,000,000
13      Centergy Office                                                   5.5400%       5.43918%        $42,000,000    $42,000,000
19      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North     5.5300%       5.49204%        $35,000,000    $35,000,000
25      Saddle Creek Apartments                                           5.1100%       5.00918%        $23,500,000    $23,500,000
28      Ventana Apartments                                                5.0300%       4.92918%        $21,600,000    $21,600,000
29      Marlton Square                                                    5.1600%       5.05918%        $21,600,000    $21,530,302
38      Independence Village - Peoria                                     5.4600%       5.35918%        $10,250,000    $10,204,714
39      Independence Village - Winston Salem                              5.4600%       5.35918%         $7,400,000     $7,367,305
42      Polo Club                                                         5.3800%       5.27918%        $16,600,000    $16,600,000
45      Cedar Run Apartments                                              5.3900%       5.28918%        $14,500,000    $14,379,306
49      Hilton Suites Anaheim                                             5.4100%       5.34358%        $13,700,000    $13,700,000
53      Leafstone Apartments                                              5.2500%       5.14918%        $12,900,000    $12,900,000
54      Peckham Square                                                    5.2500%       5.14918%        $12,875,000    $12,875,000
56      The Ashford at Stone Ridge                                        5.3100%       5.20918%        $12,650,000    $12,650,000
59      Plaza at Williams Centre                                          4.7800%       4.67918%        $12,000,000    $11,940,481
60      Covington Plaza                                                   5.1800%       5.07918%        $11,880,000    $11,880,000
61      River Place Apartments                                            5.1900%       5.08918%        $11,700,000    $11,700,000
62      La Habra Business Center and Tuff Guy Storage                     5.3400%       5.23918%        $11,500,000    $11,500,000
65      Topanga Portfolio                                                 5.2600%       5.15918%        $11,298,000    $11,262,337
68      Atrium Office Park                                                5.1200%       5.01918%        $10,700,000    $10,665,170
72      Grande Apartments                                                 5.5500%       5.44918%        $10,300,000    $10,300,000
74      Rendina - Southpointe Medical Center                              4.8900%       4.78918%        $10,000,000     $9,965,789
81      Murphy Canyon Office Building                                     5.5200%       5.41918%         $8,900,000     $8,900,000
84      Residence Inn - Franklin                                          5.4700%       5.38978%         $8,500,000     $8,450,334
86      Country Club Plaza                                                5.1100%       5.00918%         $8,150,000     $8,150,000
90      Residence Inn by Marriott - Novi                                  5.5000%       5.41793%         $8,000,000     $7,953,503
93      Residence Inn by Marriott - Weston                                6.0000%       5.91629%         $7,600,000     $7,600,000
94      Main Place Shopping Center                                        5.3300%       5.22918%         $7,600,000     $7,576,379
111     Edinburg Regional Medical Plaza I                                 5.3000%       5.19918%         $6,500,000     $6,486,150
113     Towne Place Suites by Marriott - Orlando                          5.3900%       5.29888%         $6,200,000     $6,200,000
114     Klein MF Portfolio (Quail and Greentree)                          5.3750%       5.27418%         $6,120,000     $6,114,056
117     Quail Pointe Apartments                                           5.0800%       4.97918%         $5,979,248     $5,979,248
119     Tempe St. Luke's Office Building                                  5.3300%       5.22918%         $5,994,000     $5,975,370
122     Springhill Suites - Southfield                                    5.5000%       5.40608%         $5,800,000     $5,757,085
123     North Rivers Business Center                                      5.2800%       5.17918%         $5,600,000     $5,600,000
130     1120 Nasa                                                         5.4100%       5.30918%         $5,300,000     $5,283,818
131     Tower Park                                                        5.0900%       4.98918%         $5,250,000     $5,250,000
132     Redbird Village                                                   5.5000%       5.39918%         $5,240,000     $5,235,065
136     Beverly Wilshire Retail                                           5.4000%       5.29918%         $5,000,000     $5,000,000
137     JFK Medical Pavilion I                                            6.0200%       5.89418%         $5,100,000     $4,981,149
139     Courtyard by Marriott - Grand Rapids Airport                      6.1200%       6.01918%         $5,000,000     $4,953,083
142     Chefalo Self Storage                                              5.2900%       5.18918%         $4,900,000     $4,889,537
145     Fairfield Inn by Marriott - Fort Myers                            5.3400%       5.23918%         $4,700,000     $4,700,000
153     Walgreens (Missouri, TX)                                          5.3200%       5.21918%         $4,447,000     $4,447,000
154     West Oxmoor Tower                                                 5.4800%       5.37918%         $4,400,000     $4,400,000
161     Walgreens (Statesboro)                                            5.0900%       4.98918%         $4,075,000     $4,075,000
166     Holiday Inn Express - Hialeah                                     5.3900%       5.28918%         $4,000,000     $3,982,112
167     Walgreens (New Braunfels)                                         5.2900%       5.18918%         $3,890,000     $3,890,000
168     8700 Commerce Park                                                5.2400%       5.13918%         $3,870,000     $3,866,116
169     Garden Village Apartments                                         5.6500%       5.54918%         $3,700,000     $3,692,688
172     Reddington El Paso Office                                         5.5200%       5.41918%         $3,600,000     $3,589,277
173     Crossroads Plaza                                                  5.4500%       5.34918%         $3,500,000     $3,500,000
177     Lake Crest Plaza                                                  5.4000%       5.29918%         $3,380,000     $3,369,657
186     Madison Avenue Home Center                                        5.1600%       5.05918%         $3,040,000     $3,040,000
187     Congress Professional Center I                                    5.3000%       5.19918%         $3,013,000     $3,003,573
188     213 Summerhill Road                                               4.8300%       4.72918%         $3,000,000     $2,992,948
195     Sinking Spring Marketplace                                        5.5700%       5.46918%         $2,800,000     $2,800,000
196     5450 Northwest Central                                            5.3750%       5.27418%         $2,800,000     $2,794,128
202     Kerr- 722 West Independence Blvd                                  5.2500%       5.14918%         $2,501,950     $2,499,445
203     Newbridge Road Shopping Center                                    5.8750%       5.77418%         $2,500,000     $2,495,297
207     Space Savers Self Storage                                         5.4700%       5.36918%         $2,500,000     $2,473,663
208     A & M Mobile Home Park                                            5.4400%       5.33918%         $2,450,000     $2,450,000
212     Cahuenga Apartments                                               5.0900%       4.98918%         $2,385,000     $2,385,000
221     EZ Encino                                                         5.5200%       5.41918%         $2,200,000     $2,200,000
224     Jefferson Auto Center                                             5.4200%       5.31918%         $2,100,000     $2,100,000
225     Osler Medical Arts Pavilion                                       5.3000%       5.19918%         $2,100,000     $2,093,430
227     Kerr Drug - Raleigh                                               5.2500%       5.14918%         $2,084,959     $2,078,363
233     Kerr Drug - Franklinton                                           5.2500%       5.14918%         $1,905,221     $1,899,194
238     Kerr Drug - St. Pauls                                             5.2500%       5.14918%         $1,869,273     $1,863,359
242     Kerr- 407 West Main St.                                           5.2500%       5.14918%         $1,797,378     $1,795,578
247     Kerr Drug - Johns Island                                          5.2500%       5.14918%         $1,689,535     $1,684,190
248     Bluebird Apartments                                               5.6600%       5.55918%         $1,660,000     $1,658,498
252     Seven Juliustown                                                  5.4700%       5.36918%         $1,600,000     $1,595,180
253     Kerr Drug - Summerville                                           5.2500%       5.14918%         $1,567,314     $1,562,356
256     Dothan South Plaza                                                5.5400%       5.43918%         $1,500,000     $1,496,804
259     Kerr Drug - Maxton                                                5.2500%       5.14918%         $1,366,007     $1,361,686
277     Hillcrest MHC and Colonial Estates MHC                            5.3900%       5.28918%           $900,000       $900,000




<CAPTION>
(TABLE CONTINUED)

                                                                               Rem.                                      Orig
                                                                             Term to         Maturity                   Amort.
 #      Crossed   Property Name                                              Maturity          Date         ARD          Term
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                              <C>                  <C>             <C>    <C>
 4      Palmer Center                                                          360             8/1/2015         N/A       360
 5      120 Wall Street                                                   Interest Only       10/1/2012         N/A  Interest Only
 7      Silver Portfolio-Kimco                                                 358             9/1/2015         N/A       360
11      Valley Forge Office Center                                        Interest Only        9/1/2010         N/A  Interest Only
13      Centergy Office                                                        360            12/1/2014         N/A       360
19      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North          300             9/1/2015         N/A       300
25      Saddle Creek Apartments                                                360             9/1/2015         N/A       360
28      Ventana Apartments                                                     360             9/1/2015         N/A       360
29      Marlton Square                                                         357             8/1/2015         N/A       360
38      Independence Village - Peoria                                          297             9/1/2015         N/A       300
39      Independence Village - Winston Salem                                   297             9/1/2015         N/A       300
42      Polo Club                                                              360            11/1/2015         N/A       360
45      Cedar Run Apartments                                                   352             3/1/2015         N/A       360
49      Hilton Suites Anaheim                                                  300             7/1/2010         N/A       300
53      Leafstone Apartments                                                   360             8/1/2015         N/A       360
54      Peckham Square                                                         360             9/1/2015         N/A       360
56      The Ashford at Stone Ridge                                             360            10/1/2010         N/A       360
59      Plaza at Williams Centre                                               297             8/1/2015         N/A       300
60      Covington Plaza                                                        360             8/1/2015         N/A       360
61      River Place Apartments                                                 360            10/1/2015         N/A       360
62      La Habra Business Center and Tuff Guy Storage                          360            10/1/2015         N/A       360
65      Topanga Portfolio                                                      357             8/1/2015         N/A       360
68      Atrium Office Park                                                     357             8/1/2015         N/A       360
72      Grande Apartments                                                      324             2/1/2012         N/A       324
74      Rendina - Southpointe Medical Center                                   357             8/1/2015         N/A       360
81      Murphy Canyon Office Building                                     Interest Only        8/1/2010         N/A  Interest Only
84      Residence Inn - Franklin                                               296             1/1/2011         N/A       300
86      Country Club Plaza                                                     360             8/1/2015         N/A       360
90      Residence Inn by Marriott - Novi                                       296             7/1/2015         N/A       300
93      Residence Inn by Marriott - Weston                                     300             5/1/2015         N/A       300
94      Main Place Shopping Center                                             357             8/1/2015         N/A       360
111     Edinburg Regional Medical Plaza I                                      358             9/1/2015         N/A       360
113     Towne Place Suites by Marriott - Orlando                               300             8/1/2015         N/A       300
114     Klein MF Portfolio (Quail and Greentree)                               359            10/1/2015         N/A       360
117     Quail Pointe Apartments                                                360            10/1/2015         N/A       360
119     Tempe St. Luke's Office Building                                       357             8/1/2015         N/A       360
122     Springhill Suites - Southfield                                         295             6/1/2015         N/A       300
123     North Rivers Business Center                                           360             8/1/2015         N/A       360
130     1120 Nasa                                                              357             8/1/2015         N/A       360
131     Tower Park                                                             360             8/1/2010         N/A       360
132     Redbird Village                                                        359            10/1/2015         N/A       360
136     Beverly Wilshire Retail                                                360            10/1/2015         N/A       360
137     JFK Medical Pavilion I                                                 336            11/1/2013         N/A       360
139     Courtyard by Marriott - Grand Rapids Airport                           293             4/1/2015         N/A       300
142     Chefalo Self Storage                                                   358             9/1/2015         N/A       360
145     Fairfield Inn by Marriott - Fort Myers                                 300             9/1/2015         N/A       300
153     Walgreens (Missouri, TX)                                               360            10/1/2015         N/A       360
154     West Oxmoor Tower                                                      360             2/1/2015         N/A       360
161     Walgreens (Statesboro)                                                 360             9/1/2015         N/A       360
166     Holiday Inn Express - Hialeah                                          297             8/1/2015         N/A       300
167     Walgreens (New Braunfels)                                              360             8/1/2015         N/A       360
168     8700 Commerce Park                                                     359            10/1/2015         N/A       360
169     Garden Village Apartments                                              358             9/1/2020         N/A       360
172     Reddington El Paso Office                                              357             8/1/2015         N/A       360
173     Crossroads Plaza                                                       360             9/1/2015         N/A       360
177     Lake Crest Plaza                                                       357             8/1/2015         N/A       360
186     Madison Avenue Home Center                                             360             8/1/2015         N/A       360
187     Congress Professional Center I                                         357             8/1/2015         N/A       360
188     213 Summerhill Road                                                    358             9/1/2015         N/A       360
195     Sinking Spring Marketplace                                             360             9/1/2015         N/A       360
196     5450 Northwest Central                                                 358             9/1/2015         N/A       360
202     Kerr- 722 West Independence Blvd                                       359            10/1/2015         N/A       360
203     Newbridge Road Shopping Center                                         358             9/1/2015         N/A       360
207     Space Savers Self Storage                                              177             8/1/2020         N/A       180
208     A & M Mobile Home Park                                                 360            10/1/2010         N/A       360
212     Cahuenga Apartments                                                    360             7/1/2015         N/A       360
221     EZ Encino                                                              360             9/1/2015         N/A       360
224     Jefferson Auto Center                                                  360            10/1/2015         N/A       360
225     Osler Medical Arts Pavilion                                            357             8/1/2015         N/A       360
227     Kerr Drug - Raleigh                                                    357             8/1/2015         N/A       360
233     Kerr Drug - Franklinton                                                357             8/1/2015         N/A       360
238     Kerr Drug - St. Pauls                                                  357             8/1/2015         N/A       360
242     Kerr- 407 West Main St.                                                359            10/1/2015         N/A       360
247     Kerr Drug - Johns Island                                               357             8/1/2015         N/A       360
248     Bluebird Apartments                                                    359            10/1/2015         N/A       360
252     Seven Juliustown                                                       357             8/1/2015         N/A       360
253     Kerr Drug - Summerville                                                357             8/1/2015         N/A       360
256     Dothan South Plaza                                                     239            10/1/2015         N/A       240
259     Kerr Drug - Maxton                                                     357             8/1/2015         N/A       360
277     Hillcrest MHC and Colonial Estates MHC                                 360             9/1/2015         N/A       360




<CAPTION>
(TABLE CONTINUED)


                                                                                                     Units/
                                                                           Rem.                     Sq. Ft./
                                                                          Amort.       Monthly       Rooms/
#      Crossed   Property Name                                             Term        Payment        Pads
---------------------------------------------------------------------------------------------------------------
<S>    <C>                                                            <C>                <C>           <C>
4      Palmer Center                                                       360           $431,102      458,331
5      120 Wall Street                                                Interest Only      $289,803      607,172
7      Silver Portfolio-Kimco                                              358           $334,292      310,610
1      Valley Forge Office Center                                     Interest Only      $201,865      258,345
3      Centergy Office                                                     360           $239,527      253,251
9      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North       300           $215,558          504
5      Saddle Creek Apartments                                             360           $127,738          400
8      Ventana Apartments                                                  360           $116,350          390
9      Marlton Square                                                      357           $118,075       72,948
8      Independence Village - Peoria                                       297            $62,699          158
9      Independence Village - Winston Salem                                297            $45,266          156
2      Polo Club                                                           360            $93,007          281
5      Cedar Run Apartments                                                352            $81,331          384
9      Hilton Suites Anaheim                                               300            $83,395          230
3      Leafstone Apartments                                                360            $71,234          232
4      Peckham Square                                                      360            $71,096      128,717
6      The Ashford at Stone Ridge                                          360            $70,325          248
9      Plaza at Williams Centre                                            297            $68,621      108,914
0      Covington Plaza                                                     360            $65,088      105,366
1      River Place Apartments                                              360            $64,174          213
2      La Habra Business Center and Tuff Guy Storage                       360            $64,146      152,553
5      Topanga Portfolio                                                   357            $62,458        22,277
8      Atrium Office Park                                                  357            $58,227        98,511
2      Grande Apartments                                                   324            $61,407           119
4      Rendina - Southpointe Medical Center                                357            $53,012        47,020
1      Murphy Canyon Office Building                                  Interest Only       $41,509        57,747
4      Residence Inn - Franklin                                            296            $52,045           108
6      Country Club Plaza                                                  360            $44,301        51,652
0      Residence Inn by Marriott - Novi                                    296            $49,127           107
3      Residence Inn by Marriott - Weston                                  300            $48,967           100
4      Main Place Shopping Center                                          357            $42,345       170,530
11     Edinburg Regional Medical Plaza I                                   358            $36,095        52,068
13     Towne Place Suites by Marriott - Orlando                            300            $37,667           105
14     Klein MF Portfolio (Quail and Greentree)                            359            $34,270           369
17     Quail Pointe Apartments                                             360            $32,391           184
19     Tempe St. Luke's Office Building                                    357            $33,397        59,808
22     Springhill Suites - Southfield                                      295            $35,617            84
23     North Rivers Business Center                                        360            $31,028        77,333
30     1120 Nasa                                                           357            $29,794        79,434
31     Tower Park                                                          360            $28,473           209
32     Redbird Village                                                     359            $29,752        85,295
36     Beverly Wilshire Retail                                             360            $28,077        12,675
37     JFK Medical Pavilion I                                              336            $30,643        25,565
39     Courtyard by Marriott - Grand Rapids Airport                        293            $32,583            84
42     Chefalo Self Storage                                                358            $27,180        61,220
45     Fairfield Inn by Marriott - Fort Myers                              300            $28,415           104
53     Walgreens (Missouri, TX)                                            360            $24,750        14,820
54     West Oxmoor Tower                                                   360            $24,928        86,770
61     Walgreens (Statesboro)                                              360            $22,100        14,820
66     Holiday Inn Express - Hialeah                                       297            $24,301           144
67     Walgreens (New Braunfels)                                           360            $21,577        14,820
68     8700 Commerce Park                                                  359            $21,346        77,203
69     Garden Village Apartments                                           358            $21,358           163
72     Reddington El Paso Office                                           357            $20,486        71,409
73     Crossroads Plaza                                                    360            $19,763        11,919
77     Lake Crest Plaza                                                    357            $18,980        22,149
86     Madison Avenue Home Center                                          360            $16,618        31,760
87     Congress Professional Center I                                      357            $16,731        17,738
88     213 Summerhill Road                                                 358            $15,794        19,016
95     Sinking Spring Marketplace                                          360            $16,021        18,260
96     5450 Northwest Central                                              358            $15,679        56,350
02     Kerr- 722 West Independence Blvd                                    359            $13,816        11,562
03     Newbridge Road Shopping Center                                      358            $14,788        26,774
07     Space Savers Self Storage                                           177            $20,387        49,450
08     A & M Mobile Home Park                                              360            $13,819           142
12     Cahuenga Apartments                                                 360            $12,935            51
21     EZ Encino                                                           360            $12,519         8,137
24     Jefferson Auto Center                                               360            $11,818        17,111
25     Osler Medical Arts Pavilion                                         357            $11,661        17,790
27     Kerr Drug - Raleigh                                                 357            $11,513        11,628
33     Kerr Drug - Franklinton                                             357            $10,521        11,004
38     Kerr Drug - St. Pauls                                               357            $10,322         9,804
42     Kerr- 407 West Main St.                                             359             $9,925         8,715
47     Kerr Drug - Johns Island                                            357             $9,330         9,804
48     Bluebird Apartments                                                 359             $9,593            31
52     Seven Juliustown                                                    357             $9,055        17,881
53     Kerr Drug - Summerville                                             357             $8,655         9,804
56     Dothan South Plaza                                                  239            $10,352        23,674
59     Kerr Drug - Maxton                                                  357             $7,543         9,804
77     Hillcrest MHC and Colonial Estates MHC                              360             $5,048            70






<CAPTION>
(TABLE CONTINUED)



                                                                        Interest Calculation       Administration
#      Crossed   Property Name                                          (30/360 / Actual/360)           Fees         Due Date
------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                                   <C>                      <C>               <C>
4      Palmer Center                                                         Actual/360               0.10082%          1
5      120 Wall Street                                                       Actual/360               0.10082%          1
7      Silver Portfolio-Kimco                                                Actual/360               0.10082%          1
1      Valley Forge Office Center                                            Actual/360               0.10082%          1
3      Centergy Office                                                       Actual/360               0.10082%          1
9      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North         Actual/360               0.03796%          1
5      Saddle Creek Apartments                                               Actual/360               0.10082%          1
8      Ventana Apartments                                                    Actual/360               0.10082%          1
9      Marlton Square                                                        Actual/360               0.10082%          1
8      Independence Village - Peoria                                         Actual/360               0.10082%          1
9      Independence Village - Winston Salem                                  Actual/360               0.10082%          1
2      Polo Club                                                             Actual/360               0.10082%          1
5      Cedar Run Apartments                                                  Actual/360               0.10082%          1
9      Hilton Suites Anaheim                                                 Actual/360               0.06642%          1
3      Leafstone Apartments                                                  Actual/360               0.10082%          1
4      Peckham Square                                                        Actual/360               0.10082%          1
6      The Ashford at Stone Ridge                                            Actual/360               0.10082%          1
9      Plaza at Williams Centre                                              Actual/360               0.10082%          1
0      Covington Plaza                                                       Actual/360               0.10082%          1
1      River Place Apartments                                                Actual/360               0.10082%          1
2      La Habra Business Center and Tuff Guy Storage                         Actual/360               0.10082%          1
5      Topanga Portfolio                                                     Actual/360               0.10082%          1
8      Atrium Office Park                                                    Actual/360               0.10082%          1
2      Grande Apartments                                                     Actual/360               0.10082%          1
4      Rendina - Southpointe Medical Center                                  Actual/360               0.10082%          1
1      Murphy Canyon Office Building                                         Actual/360               0.10082%          1
4      Residence Inn - Franklin                                              Actual/360               0.08022%          1
6      Country Club Plaza                                                    Actual/360               0.10082%          1
0      Residence Inn by Marriott - Novi                                      Actual/360               0.08207%          1
3      Residence Inn by Marriott - Weston                                    Actual/360               0.08371%          1
4      Main Place Shopping Center                                            Actual/360               0.10082%          1
11     Edinburg Regional Medical Plaza I                                     Actual/360               0.10082%          1
13     Towne Place Suites by Marriott - Orlando                              Actual/360               0.09112%          1
14     Klein MF Portfolio (Quail and Greentree)                              Actual/360               0.10082%          1
17     Quail Pointe Apartments                                               Actual/360               0.10082%          1
19     Tempe St. Luke's Office Building                                      Actual/360               0.10082%          1
22     Springhill Suites - Southfield                                        Actual/360               0.09392%          1
23     North Rivers Business Center                                          Actual/360               0.10082%          1
30     1120 Nasa                                                             Actual/360               0.10082%          1
31     Tower Park                                                            Actual/360               0.10082%          1
32     Redbird Village                                                       Actual/360               0.10082%          1
36     Beverly Wilshire Retail                                               Actual/360               0.10082%          1
37     JFK Medical Pavilion I                                                Actual/360               0.12582%          1
39     Courtyard by Marriott - Grand Rapids Airport                          Actual/360               0.10082%          1
42     Chefalo Self Storage                                                  Actual/360               0.10082%          1
45     Fairfield Inn by Marriott - Fort Myers                                Actual/360               0.10082%          1
53     Walgreens (Missouri, TX)                                              Actual/360               0.10082%          1
54     West Oxmoor Tower                                                     Actual/360               0.10082%          1
61     Walgreens (Statesboro)                                                Actual/360               0.10082%          1
66     Holiday Inn Express - Hialeah                                         Actual/360               0.10082%          1
67     Walgreens (New Braunfels)                                             Actual/360               0.10082%          1
68     8700 Commerce Park                                                    Actual/360               0.10082%          1
69     Garden Village Apartments                                             Actual/360               0.10082%          1
72     Reddington El Paso Office                                             Actual/360               0.10082%          1
73     Crossroads Plaza                                                      Actual/360               0.10082%          1
77     Lake Crest Plaza                                                      Actual/360               0.10082%          1
86     Madison Avenue Home Center                                            Actual/360               0.10082%          1
87     Congress Professional Center I                                        Actual/360               0.10082%          1
88     213 Summerhill Road                                                   Actual/360               0.10082%          1
95     Sinking Spring Marketplace                                            Actual/360               0.10082%          1
96     5450 Northwest Central                                                Actual/360               0.10082%          1
02     Kerr- 722 West Independence Blvd                                      Actual/360               0.10082%          1
03     Newbridge Road Shopping Center                                        Actual/360               0.10082%          1
07     Space Savers Self Storage                                             Actual/360               0.10082%          1
08     A & M Mobile Home Park                                                Actual/360               0.10082%          1
12     Cahuenga Apartments                                                   Actual/360               0.10082%          1
21     EZ Encino                                                             Actual/360               0.10082%          1
24     Jefferson Auto Center                                                 Actual/360               0.10082%          1
25     Osler Medical Arts Pavilion                                           Actual/360               0.10082%          1
27     Kerr Drug - Raleigh                                                   Actual/360               0.10082%          1
33     Kerr Drug - Franklinton                                               Actual/360               0.10082%          1
38     Kerr Drug - St. Pauls                                                 Actual/360               0.10082%          1
42     Kerr- 407 West Main St.                                               Actual/360               0.10082%          1
47     Kerr Drug - Johns Island                                              Actual/360               0.10082%          1
48     Bluebird Apartments                                                   Actual/360               0.10082%          1
52     Seven Juliustown                                                      Actual/360               0.10082%          1
53     Kerr Drug - Summerville                                               Actual/360               0.10082%          1
56     Dothan South Plaza                                                    Actual/360               0.10082%          1
59     Kerr Drug - Maxton                                                    Actual/360               0.10082%          1
77     Hillcrest MHC and Colonial Estates MHC                                Actual/360               0.10082%          1






<CAPTION>
(TABLE CONTINUED)



                                                                                                     Earthquake      Environmental
#      Crossed   Property Name                                          ARD (Y/N)      Defeasance     Insurance        Insurance
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                 <C>            <C>           <C>               <C>
4      Palmer Center                                                        No             Yes           N/A               No
5      120 Wall Street                                                      No             Yes           N/A               No
7      Silver Portfolio-Kimco                                               No             Yes           N/A               No
1      Valley Forge Office Center                                           No             Yes           N/A               No
3      Centergy Office                                                      No             Yes           N/A               No
9      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North        No             Yes           N/A               No
5      Saddle Creek Apartments                                              No             Yes           N/A               No
8      Ventana Apartments                                                   No             Yes           N/A               No
9      Marlton Square                                                       No             Yes           N/A               No
8      Independence Village - Peoria                                        No             Yes           N/A               No
9      Independence Village - Winston Salem                                 No             Yes           N/A               No
2      Polo Club                                                            No             Yes           N/A               No
5      Cedar Run Apartments                                                 No             Yes           N/A               No
9      Hilton Suites Anaheim                                                No             Yes           N/A               No
3      Leafstone Apartments                                                 No             Yes           N/A               No
4      Peckham Square                                                       No             Yes           N/A               No
6      The Ashford at Stone Ridge                                           No             Yes           N/A               No
9      Plaza at Williams Centre                                             No             Yes           N/A               No
0      Covington Plaza                                                      No             Yes           N/A               No
1      River Place Apartments                                               No             Yes           N/A               No
2      La Habra Business Center and Tuff Guy Storage                        No             Yes           N/A               No
5      Topanga Portfolio                                                    No             Yes           N/A               No
8      Atrium Office Park                                                   No             Yes           N/A               No
2      Grande Apartments                                                    No             Yes           N/A               No
4      Rendina - Southpointe Medical Center                                 No             Yes           N/A               No
1      Murphy Canyon Office Building                                        No             No            N/A               No
4      Residence Inn - Franklin                                             No             Yes           N/A               No
6      Country Club Plaza                                                   No             Yes           N/A               No
0      Residence Inn by Marriott - Novi                                     No             Yes           N/A               No
3      Residence Inn by Marriott - Weston                                   No             Yes           N/A               No
4      Main Place Shopping Center                                           No             Yes           N/A               No
11     Edinburg Regional Medical Plaza I                                    No             Yes           N/A               No
13     Towne Place Suites by Marriott - Orlando                             No             Yes           N/A               No
14     Klein MF Portfolio (Quail and Greentree)                             No             Yes           N/A               No
17     Quail Pointe Apartments                                              No             Yes           N/A               No
19     Tempe St. Luke's Office Building                                     No             No            N/A               No
22     Springhill Suites - Southfield                                       No             Yes           N/A               No
23     North Rivers Business Center                                         No             No            N/A               No
30     1120 Nasa                                                            No             Yes           N/A               No
31     Tower Park                                                           No             No            N/A               No
32     Redbird Village                                                      No             Yes           N/A               No
36     Beverly Wilshire Retail                                              No             No            N/A               No
37     JFK Medical Pavilion I                                               No             No            N/A               No
39     Courtyard by Marriott - Grand Rapids Airport                         No             Yes           N/A               No
42     Chefalo Self Storage                                                 No             Yes           N/A               No
45     Fairfield Inn by Marriott - Fort Myers                               No             Yes           N/A               No
53     Walgreens (Missouri, TX)                                             No             Yes           N/A               No
54     West Oxmoor Tower                                                    No             Yes           N/A               No
61     Walgreens (Statesboro)                                               No             Yes           N/A               No
66     Holiday Inn Express - Hialeah                                        No             Yes           N/A               No
67     Walgreens (New Braunfels)                                            No             No            N/A               No
68     8700 Commerce Park                                                   No             Yes           N/A               No
69     Garden Village Apartments                                            No             No            N/A               No
72     Reddington El Paso Office                                            No             Yes           N/A               No
73     Crossroads Plaza                                                     No             Yes           N/A               No
77     Lake Crest Plaza                                                     No             Yes           N/A               No
86     Madison Avenue Home Center                                           No             Yes           N/A               No
87     Congress Professional Center I                                       No             Yes           N/A               No
88     213 Summerhill Road                                                  No             Yes           N/A               No
95     Sinking Spring Marketplace                                           No             Yes           N/A               No
96     5450 Northwest Central                                               No             Yes           N/A               No
02     Kerr- 722 West Independence Blvd                                     No             Yes           N/A               No
03     Newbridge Road Shopping Center                                       No             Yes           N/A               No
07     Space Savers Self Storage                                            No             Yes           N/A               No
08     A & M Mobile Home Park                                               No             Yes           N/A               No
12     Cahuenga Apartments                                                  No             Yes           N/A               No
21     EZ Encino                                                            No             Yes           N/A               No
24     Jefferson Auto Center                                                No             No            N/A               No
25     Osler Medical Arts Pavilion                                          No             Yes           N/A               No
27     Kerr Drug - Raleigh                                                  No             Yes           N/A               No
33     Kerr Drug - Franklinton                                              No             Yes           N/A               No
38     Kerr Drug - St. Pauls                                                No             Yes           N/A               No
42     Kerr- 407 West Main St.                                              No             Yes           N/A               No
47     Kerr Drug - Johns Island                                             No             Yes           N/A               No
48     Bluebird Apartments                                                  No             Yes           N/A               No
52     Seven Juliustown                                                     No             Yes           N/A               No
53     Kerr Drug - Summerville                                              No             Yes           N/A               No
56     Dothan South Plaza                                                   No             Yes           N/A               No
59     Kerr Drug - Maxton                                                   No             Yes           N/A               No
77     Hillcrest MHC and Colonial Estates MHC                               No             Yes           N/A               No






<CAPTION>
(TABLE CONTINUED)



                                                                                 Fee/         Letter of      Loan Group
#      Crossed   Property Name                                                Leasehold      Credit (Y/N)        #
--------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                                   <C>                 <C>            <C>
4      Palmer Center                                                             Fee             Yes             1
5      120 Wall Street                                                           Fee              No             1
7      Silver Portfolio-Kimco                                                    Fee              No             1
1      Valley Forge Office Center                                                Fee              No             1
3      Centergy Office                                                      Fee/Leasehold        Yes             1
9      Renaissance Hotel Boca Raton & Marriott Fort Lauderdale North             Fee              No             1
5      Saddle Creek Apartments                                                   Fee              No             2
8      Ventana Apartments                                                        Fee              No             2
9      Marlton Square                                                            Fee              No             1
8      Independence Village - Peoria                                             Fee              No             1
9      Independence Village - Winston Salem                                      Fee              No             1
2      Polo Club                                                                 Fee              No             2
5      Cedar Run Apartments                                                      Fee              No             1
9      Hilton Suites Anaheim                                                     Fee              No             1
3      Leafstone Apartments                                                      Fee              No             2
4      Peckham Square                                                            Fee              No             1
6      The Ashford at Stone Ridge                                                Fee              No             2
9      Plaza at Williams Centre                                                  Fee              No             1
0      Covington Plaza                                                           Fee              No             1
1      River Place Apartments                                                    Fee             Yes             1
2      La Habra Business Center and Tuff Guy Storage                             Fee              No             1
5      Topanga Portfolio                                                         Fee              No             1
8      Atrium Office Park                                                        Fee              No             1
2      Grande Apartments                                                         Fee              No             2
4      Rendina - Southpointe Medical Center                                      Fee              No             1
1      Murphy Canyon Office Building                                             Fee              No             1
4      Residence Inn - Franklin                                                  Fee              No             1
6      Country Club Plaza                                                        Fee              No             1
0      Residence Inn by Marriott - Novi                                          Fee              No             1
3      Residence Inn by Marriott - Weston                                        Fee              No             1
4      Main Place Shopping Center                                                Fee              No             1
11     Edinburg Regional Medical Plaza I                                         Fee              No             1
13     Towne Place Suites by Marriott - Orlando                                  Fee              No             1
14     Klein MF Portfolio (Quail and Greentree)                                  Fee              No             2
17     Quail Pointe Apartments                                                   Fee              No             2
19     Tempe St. Luke's Office Building                                       Leasehold           No             1
22     Springhill Suites - Southfield                                            Fee              No             1
23     North Rivers Business Center                                              Fee              No             1
30     1120 Nasa                                                                 Fee              No             1
31     Tower Park                                                                Fee              No             2
32     Redbird Village                                                           Fee              No             1
36     Beverly Wilshire Retail                                                   Fee              No             1
37     JFK Medical Pavilion I                                                    Fee              No             1
39     Courtyard by Marriott - Grand Rapids Airport                              Fee              No             1
42     Chefalo Self Storage                                                      Fee              No             1
45     Fairfield Inn by Marriott - Fort Myers                                    Fee              No             1
53     Walgreens (Missouri, TX)                                                  Fee              No             1
54     West Oxmoor Tower                                                         Fee              No             1
61     Walgreens (Statesboro)                                                    Fee              No             1
66     Holiday Inn Express - Hialeah                                             Fee              No             1
67     Walgreens (New Braunfels)                                                 Fee              No             1
68     8700 Commerce Park                                                        Fee              No             1
69     Garden Village Apartments                                                 Fee              No             2
72     Reddington El Paso Office                                                 Fee              No             1
73     Crossroads Plaza                                                          Fee              No             1
77     Lake Crest Plaza                                                          Fee             Yes             1
86     Madison Avenue Home Center                                                Fee              No             1
87     Congress Professional Center I                                            Fee              No             1
88     213 Summerhill Road                                                       Fee              No             1
95     Sinking Spring Marketplace                                                Fee              No             1
96     5450 Northwest Central                                                    Fee              No             1
02     Kerr- 722 West Independence Blvd                                          Fee              No             1
03     Newbridge Road Shopping Center                                            Fee              No             1
07     Space Savers Self Storage                                                 Fee              No             1
08     A & M Mobile Home Park                                                    Fee              No             1
12     Cahuenga Apartments                                                       Fee              No             2
21     EZ Encino                                                                 Fee              No             1
24     Jefferson Auto Center                                                     Fee              No             1
25     Osler Medical Arts Pavilion                                               Fee              No             1
27     Kerr Drug - Raleigh                                                       Fee              No             1
33     Kerr Drug - Franklinton                                                   Fee              No             1
38     Kerr Drug - St. Pauls                                                     Fee              No             1
42     Kerr- 407 West Main St.                                                   Fee              No             1
47     Kerr Drug - Johns Island                                                  Fee              No             1
48     Bluebird Apartments                                                       Fee              No             2
52     Seven Juliustown                                                          Fee              No             1
53     Kerr Drug - Summerville                                                   Fee              No             1
56     Dothan South Plaza                                                        Fee              No             1
59     Kerr Drug - Maxton                                                        Fee              No             1
77     Hillcrest MHC and Colonial Estates MHC                                    Fee              No             2
</TABLE>

<PAGE>

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2005-C5

<TABLE>
<CAPTION>



  #    Crossed    Property Name                                                         Address                            City
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>                                           <C>                                                 <C>
 12               Southwest Commons                             8501-8601 West Cross Drive                          Littleton
 18               Broadway Office Portfolio                     Various                                             Various
 30               York Creek Apartments                         650 York Creek Drive                                Comstock Park
 31               MK Plaza                                      720 Park Boulevard                                  Boise
 32               Hotel Valencia Riverwalk                      150 East Houston Street                             San Antonio
 43               Timber Oaks Apartments                        200, 250, 300 South Route 59 and 145,
                                                                  175, 215, 305 Devlin Road                         Ingleside
 50               All Aboard - Menlo Park & Wilmington          Various                                             Various
 51               Welsh Industrial Portfolio                    3000 Justin Drive, 10052 Justin Drive,
                                                                  2721 99th Street, 2851 99th Street
                                                                  and 2851 104th Street                             Urbandale
 52               Albemarle Pointe Center                       176 Croghan Spur Road & 238 Albemarle Road          Charleston
 73               Yorba Linda Self Storage                      17071 Imperial Highway                              Yorba Linda
 80               Riverside Plaza                               6241-6361 Riverside Plaza Lane Northwest            Albuquerque
 85               901 North Pitt                                901 N. Pitt Street                                  Alexandria
 91               Las Cruces - NM                               2200 East Lohman Avenue                             Las Cruces
 101              Villa Del Sol MHC                             6515 15th Street East                               Sarasota
 109              All Aboard - Sunnyvale                        106 Lawrence Station Road                           Sunnyvale
 110              White Oak Professional Center                 1575 - 1635 Highway 34 West                         Newnan
 115              All Aboard - San Ramon                        9180 Alcosta Boulevard                              San Ramon
 118              Bayshore Village MHC                          15711 Shoreline Boulevard                           North Fort Myers
 124              All Aboard - Oakland                          1090 29th Avenue                                    Oakland
 134              All Aboard - San Francisco                    1700 Egbert Avenue                                  San Francisco
 140              Parkway Tower Office                          8445 Freeport Parkway                               Irving
 162              Oakview Apartments                            1457 Burke Street Northeast                         Grand Rapids
 176              Gator Crossing                                5713-5741 and 5811 Richey Drive                     Port Richey
 178              Summerfield Apartments                        1702 Summerfield Drive                              Lebanon
 184              Portage Green MHC                             20227 80th Avenue Northeast                         Arlington
 185              All Aboard - Santa Ana                        1030 East 4th Street                                Santa Ana
 268              Oakbrook Apartments                           5801 Kinkead Avenue                                 Fort Smith


<CAPTION>




                                         Zip          Interest          Net Mortgage           Original             Cut-off
  #    Crossed   State                  Code            Rate                Rate                Balance             Balance
----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>      <C>                   <C>            <C>                 <C>                    <C>                  <C>
 12              CO                     80123         4.9400%             4.91918%                $43,100,000          $43,100,000
 18              Various               Various        4.9800%             4.90918%                $35,200,000          $35,200,000
 30              MI                     49321         5.2300%             5.20918%                $20,522,000          $20,477,620
 31              ID                     83712         4.7500%             4.72918%                $20,000,000          $20,000,000
 32              TX                     78205         5.3800%             5.35918%                $20,000,000          $20,000,000
 43
                 IL                     60041         5.2800%             5.25918%                $16,400,000          $16,400,000
 50              Various               Various        5.3500%             5.32918%                $13,226,000          $13,213,076
 51

                 IA                     50322         5.2200%             5.19918%                $13,000,000          $13,000,000
 52              SC                     29407         5.3500%             5.32918%                $13,000,000          $13,000,000
 73              CA                     92886         5.5700%             5.54918%                $10,000,000          $10,000,000
 80              NM                     87120         5.0100%             4.98918%                 $8,900,000           $8,900,000
 85              VA                     22314         5.4400%             5.41918%                 $8,400,000           $8,400,000
 91              NM                     88001         5.2300%             5.20918%                 $7,850,000           $7,850,000
 101             FL                     34243         5.3300%             5.30918%                 $7,125,000           $7,125,000
 109             CA                     94086         5.3800%             5.35918%                 $7,003,000           $6,988,331
 110             GA                     30263         5.3500%             5.32918%                 $6,850,000           $6,843,306
 115             CA                     94583         5.3800%             5.35918%                 $6,092,000           $6,079,239
 118             FL                     33917         5.2600%             5.23918%                 $6,000,000           $5,978,385
 124             CA                     94601         5.3800%             5.35918%                 $5,499,000           $5,487,481
 134             CA                     94124         5.3800%             5.35918%                 $5,176,000           $5,165,158
 140             TX                     75063         5.1100%             5.03918%                 $4,925,000           $4,925,000
 162             MI                     49505         5.1400%             5.11918%                 $4,078,000           $4,069,012
 176             FL                     34668         5.2000%             5.17918%                 $3,400,000           $3,396,555
 178             TN                     37087         5.3200%             5.29918%                 $3,300,000           $3,300,000
 184             WA                     98223         5.2600%             5.23918%                 $3,133,000           $3,126,268
 185             CA                     92701         5.3400%             5.31918%                 $3,125,000           $3,118,398
 268             AR                     72903         5.3400%             5.31918%                 $1,150,000           $1,143,749


<CAPTION>



                  Rem.                                                      Orig                 Rem.
                 Term to              Maturity                              Amort.               Amort.             Monthly
  #    Crossed   Maturity               Date              ARD                Term                 Term              Payment
-------------------------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>                   <C>                     <C>         <C>                   <C>                <C>
 12                360                     9/1/2015              N/A         360                   360                 $229,792
 18                360                     8/1/2015              N/A         360                   360                 $188,531
 30                358                     9/1/2015              N/A         360                   358                 $113,069
 31                360                    10/1/2010              N/A         360                   360                 $104,329
 32                360                    11/1/2015              N/A         360                   360                 $112,057
 43
                   360                    10/1/2010              N/A         360                   360                  $90,866
 50                359                    10/1/2015              N/A         360                   359                  $73,856
 51

                   360                     8/1/2015              N/A         360                   360                  $71,545
 52                360                    10/1/2015              N/A         360                   360                  $72,594
 73                360                     9/1/2015              N/A         360                   360                  $57,219
 80                360                     8/1/2015              N/A         360                   360                  $47,832
 85                360                     9/1/2015              N/A         360                   360                  $47,379
 91                360                     7/1/2015              N/A         360                   360                  $43,251
 101               360                     9/1/2015              N/A         360                   360                  $39,698
 109               358                     9/1/2015              N/A         360                   358                  $39,237
 110               359                    10/1/2015              N/A         360                   359                  $38,251
 115               358                     9/1/2015              N/A         360                   358                  $34,132
 118               274                     9/1/2015              N/A         276                   274                  $37,520
 124               358                     9/1/2015              N/A         360                   358                  $30,810
 134               358                     9/1/2015              N/A         360                   358                  $29,000
 140               360                     7/1/2015              N/A         360                   360                  $26,771
 162               358                     9/1/2015              N/A         360                   358                  $22,242
 176               359                    10/1/2015              N/A         360                   359                  $18,670
 178               360                     8/1/2015              N/A         360                   360                  $18,366
 184               358                     9/1/2010              N/A         360                   358                  $17,320
 185               358                     9/1/2015              N/A         360                   358                  $17,431
 268               131                    10/1/2016              N/A         132                   131                  $11,539


<CAPTION>


                  Units/
                 Sq. Ft./
                  Rooms/               Interest Calculation             Administration
  #    Crossed     Pads               (30/360 / Actual/360)                  Fees              Due Date         ARD (Y/N)
-------------------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>                      <C>                           <C>                     <C>            <C>
 12                 309,173                 Actual/360                     0.02082%                1               No
 18                 316,249                 Actual/360                     0.07082%                1               No
 30                     576                 Actual/360                     0.02082%                1               No
 31                 552,490                 Actual/360                     0.02082%                1               No
 32                     213                 Actual/360                     0.02082%                1               No
 43
                        235                 Actual/360                     0.02082%                1               No
 50                 187,435                 Actual/360                     0.02082%                1               No
 51

                    248,400                 Actual/360                     0.02082%                1               No
 52                  73,414                 Actual/360                     0.02082%                1               No
 73                 100,790                 Actual/360                     0.02082%                1               No
 80                  46,607                 Actual/360                     0.02082%                1               No
 85                  60,817                 Actual/360                     0.02082%                1               No
 91                  77,020                 Actual/360                     0.02082%                1               No
 101                    207                 Actual/360                     0.02082%                1               No
 109                 92,425                 Actual/360                     0.02082%                1               No
 110                 60,056                 Actual/360                     0.02082%                1               No
 115                 60,520                 Actual/360                     0.02082%                1               No
 118                    266                 Actual/360                     0.02082%                1               No
 124                 73,925                 Actual/360                     0.02082%                1               No
 134                 60,548                 Actual/360                     0.02082%                1               No
 140                 81,056                 Actual/360                     0.07082%                1               No
 162                    268                 Actual/360                     0.02082%                1               No
 176                 21,000                 Actual/360                     0.02082%                1               No
 178                    108                 Actual/360                     0.02082%                1               No
 184                     79                 Actual/360                     0.02082%                1               No
 185                 44,830                 Actual/360                     0.02082%                1               No
 268                    134                 Actual/360                     0.02082%                1               No


<CAPTION>


                                Earthquake     Environmental        Fee/          Letter of     Loan Group
  #    Crossed    Defeasance     Insurance       Insurance        Leasehold     Credit (Y/N)         #
----------------------------------------------------------------------------------------------------------
<S>     <C>        <C>             <C>             <C>           <C>                <C>            <C>
 12                  Yes            N/A              No              Fee             Yes             1
 18                  Yes            N/A              No              Fee             No              1
 30                  Yes            N/A              No              Fee             No              2
 31                  Yes            N/A              No              Fee             No              1
 32                  Yes            N/A              No           Leasehold          No              1
 43
                     Yes            N/A              No              Fee             No              2
 50                  Yes            Yes              No              Fee             No              1
 51

                     Yes            N/A              No              Fee             No              1
 52                  Yes            N/A              No              Fee             No              1
 73                  Yes            N/A              No              Fee             No              1
 80                  Yes            N/A              No              Fee             No              1
 85                  Yes            N/A              No              Fee             No              1
 91                  Yes            N/A              No              Fee             No              1
 101                 Yes            N/A              No              Fee             No              1
 109                 Yes            N/A              No              Fee             No              1
 110                 Yes            N/A              No              Fee             No              1
 115                 Yes            Yes              No              Fee             No              1
 118                 Yes            N/A              No              Fee             No              2
 124                 Yes            Yes              No              Fee             No              1
 134                 Yes            N/A              No              Fee             No              1
 140                  No            N/A              No              Fee             No              1
 162                 Yes            N/A              No              Fee             Yes             2
 176                 Yes            N/A              No              Fee             No              1
 178                 Yes            N/A              No              Fee             No              1
 184                 Yes            N/A              No              Fee             No              2
 185                  No            N/A              No              Fee             No              1
 268                 Yes            N/A              No              Fee             No              2
</TABLE>


<PAGE>

                                   EXHIBIT C-1

                       LIST OF ADDITIONAL COLLATERAL LOANS

Number    Property Name
--------------------------------------
        4 Palmer Center
        9 Gallery at South Dekalb

       13 Centergy Office
       22 Palmer Plaza
       46 Mountain Village Plaza
       54 Peckham Square

       55 Port St. Lucie Towncenter
       61 River Place Apartments
       65 Topanga Portfolio
       69 Princessa Plaza
       97 Randall Road Retail Center
       99 East Aurora Portfolio
      101 Villa Del Sol MHC
      128 Shoppes of Acworth
      162 Oakview Apartments

      163 St. Charles Building No. 550
      164 St. Charles Building No. 558
      177 Lake Crest Plaza
      178 Summerfield Apartments
      240 Kensington Apartments
      246 Bluestem Plaza


<PAGE>



                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS



Number  Property Name
-----------------------------------
      1 375 Park Avenue
     20 Clearwater Creek Apartments
     27 Signature Park Apartments
     36 743 5th Avenue
     72 Grande Apartments
    172 Reddington El Paso Office


<PAGE>

                  Description of Exisiting Secondary Financing
--------------------------------------------------------------------------------
B Note ($36,200,000.00); Mezzanine A Loan ($160,000,000.00); Mezzanine B Loan
$42,500,000.00); Mezzanine C Loan ($50,000,000.00)

Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan







<PAGE>



                                    EXHIBIT D

             FORM OF [MASTER] [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 2005-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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"), and you, as trustee (in such capacity, the
"Trustee"), the undersigned as [Master] [Special] Servicer No. [1][2] 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] [Special] Servicer


                                    By: ________________________________________
                                    Name:
                                    Title:





<PAGE>

                                    EXHIBIT E

                     FORM OF STATEMENT TO CERTIFICATEHOLDERS


                               See Attached Report


<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |           Commercial Mortgage Pass-Through Certificates             |               (301) 815-6600               |
       ---------                          Series 2005-C5                             |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                              DISTRIBUTION DATE STATEMENT

                                                   Table of Contents
<CAPTION>

                     -------------------------------------------------------------------------------
<S>                                                                                        <C>
                        STATEMENT SECTIONS                                                 PAGE(s)
                        ------------------                                                 -------
                        Certificate Distribution Detail                                       2
                        Certificate Factor Detail                                             3
                        Reconciliation Detail                                                 4
                        Other Required Information                                            5
                        Cash Reconciliation Detail                                            6
                        Ratings Detail                                                        7
                        Current Mortgage Loan and Property Stratification Tables           8 - 10
                        Mortgage Loan Detail                                                 11
                        Principal Prepayment Detail                                          12
                        Historical Detail                                                    13
                        Delinquency Loan Detail                                              14
                        Specially Serviced Loan Detail                                     15 - 16
                        Modified Loan Detail                                                 17
                        Liquidated Loan Detail                                               18
                        Historical/Collateral Realized Loss Reconciliation                   19
                     -------------------------------------------------------------------------------

<CAPTION>

           Issuer                                    Master Servicer
-----------------------------------       -----------------------------------
<S>                                       <C>
Credit Suisse First Boston Mortgage       GMAC Commercial Mortgage Corporation
Securities Corp.                          200 Witmer Road
                                          Horsham, PA 19044-8015
11 Madison Avenue
5th Floor
New York, NY 10010

Contact:  General Information Number      Contact:       Darri Cunningham
Phone Number: (212) 325-2000              Phone Number:  (215) 328-1784
-----------------------------------       -----------------------------------

<CAPTION>

      Master & Special Servicer                    Special Servicer
-----------------------------------       -----------------------------------
<S>                                       <C>
NCB, FSB                                  CWCapital Asset Management LLC.
National Consumer Cooperative Bank        Corporation

1725 Eye Street, NW                       1919 Pennsylvania Avenue, NW
Washington, DC  20006                     Suite 400
                                          Washington, DC  20006-3434


Contact:       Kathleen Luzik             Contact:       Kathleen Olin
Phone Number:  (215) 336-7633             Phone Number:  (202) 973-6375
-----------------------------------       -----------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so.

Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy or completeness of information furnished by third
parties.

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 1 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact  |
       | FARGO |       Credit Suisse First Boston Mortgage Securities Corp.          |          CTSLink Customer Service           |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600                |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web    |
                                                                                     |           @ www.ctslink.com/cmbs            |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                       Certificate Distribution Detail

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Realized Loss /                          Current
            Pass-Through Original Beginning  Principal     Interest   Prepayment Additional Trust   Total      Ending  Subordination
Class CUSIP     Rate     Balance   Balance  Distribution Distribution  Premium    Fund Expenses  Distribution  Balance    Level(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>        <C>          <C>         <C>           <C>           <C>        <C>       <C>
 A-1         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-2         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-3         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-AB         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-4         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-1-A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-M         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-J         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  B          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  C          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  D          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  E          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  F          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  G          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  H          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  J          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  K          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  L          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  M          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  N          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  O          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  P          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  Q          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  S          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
375-A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
375-B        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
375-C        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  R          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  V          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------------------------------------
                         Original Beginning                                           Ending
            Pass-Through Notional  Notional   Interest    Prepayment    Total        Notional
Class CUSIP     Rate      Amount    Amount  Distribution   Premium   Distribution     Amount
----------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>        <C>          <C>         <C>           <C>
 A-X         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
 A-SP        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
 A-Y         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
----------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).




-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 2 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                          Certificate Factor Detail

<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                              Realized Loss /
                  Beginning      Principal        Interest      Prepayment    Additional Trust       Ending
Class    CUSIP     Balance      Distribution    Distribution     Premium       Fund Expenses        Balance
--------------------------------------------------------------------------------------------------------------
<S>               <C>            <C>             <C>            <C>              <C>               <C>
 A-1              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-2              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-3              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
A-AB              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-4              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
A-1-A             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-M              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-J              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  B               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  C               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  D               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  E               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  F               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  G               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  H               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  J               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  K               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  L               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  M               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  N               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  O               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  P               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  Q               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  R               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  S               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
375-A             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
375-B             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
375-C             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  R               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  V               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
--------------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 3 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------
                  Beginning                                       Ending
                   Notional       Interest       Prepayment      Notional
Class    CUSIP      Amount      Distribution      Premium         Amount
---------------------------------------------------------------------------
<S>               <C>            <C>             <C>            <C>
 A-X              0.00000000     0.00000000      0.00000000     0.00000000
 A-SP             0.00000000     0.00000000      0.00000000     0.00000000
 A-Y              0.00000000     0.00000000      0.00000000     0.00000000
---------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 4 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                            Reconciliation Detail

<CAPTION>
       Advance Summary                                                    Master Servicing Fee Summary
<S>                                        <C>              <C>                                                             <C>
P & I Advances Outstanding                 0.00             Current Period Accrued Servicing Fees                           0.00
Servicing Advances Outstanding             0.00             Less Servicing Fees on Delinquent Payments                      0.00
                                                            Less Reductions to Servicing Fees                               0.00
Reimbursement for Interest on P & I        0.00
Advances paid from general collections                      Plus Servicing Fees on Delinquent Payments Received             0.00

                                                            Plus Adjustments for Prior Master Servicing Calculation         0.00
Reimbursement for Interest on Servicing    0.00             Total Servicing Fees Collected
Advances paid from general collections                                                                                      0.00
























-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 5 of 22
</TABLE>

<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

Certificate Interest Reconciliation
------------------------------------------------------------------------------------------------------------------------------------

         Accrued       Uncovered                          Certificate         Unpaid      Optimal Interest  Interest
       Certificate     Prepayment     Indemnification  Deferred Interest     Interest       Distribution    Shortfall     Interest
Class    Interest  Interest Shortfall    Expenses           Amount       Shortfall Amount      Amount        Amount     Distribution
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>                <C>              <C>               <C>              <C>               <C>         <C>
 A-1
 A-2
 A-3
 A-4
 A-AB
 A-4
A-1-A
 A-M
 A-J
 A-X
A-SP
 A-Y
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  N
  O
  P
  Q
  S
375-A
375-B
375-C
------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 6 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                        Other Required Information

------------------------------------------------------------------------
<S>                                                                 <C>
Available Distribution Amount                                       0.00




Aggregate Number of Outstanding Loans                                  0

Aggregate Unpaid Principal Balance of Loans                         0.00

Aggregate Stated Principal Balance of Loans                         0.00




Aggregate Amount of Servicing Fee                                   0.00

Aggregate Amount of Special Servicing Fee                           0.00

Aggregate Amount of Trustee Fee                                     0.00

Aggregate Stand-by Fee                                              0.00

Aggregate Paying Agent Fee                                          0.00

Additional Trust Fund Expenses                                      0.00




Additional Trust Fund Expenses/(Gains)                              0.00


           Fees Paid to Special Servicer                            0.00

           Interest on Advances                                     0.00

           Other Expenses of Trust                                  0.00


Appraisal Reduction Amount
-------------------------------------------------
          Appraisal    Cumulative    Most Recent
  Loan    Reduction       ASER        App. Red.
 Number   Effected       Amount         Date
-------------------------------------------------















-------------------------------------------------
Total
-------------------------------------------------

<CAPTION>

<S>     <C>
-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 7 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                          Cash Reconciliation Detail

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

<S>                                                                                   <C>             <C>
Total Funds Collected
     Interest:
          Interest paid or advanced                                                    0.00
          Interest reductions due to Non-Recoverability Determinations                 0.00
          Interest Adjustments                                                         0.00
          Deferred Interest                                                            0.00
          Net Prepayment Interest Shortfall                                            0.00
          Net Prepayment Interest Excess                                               0.00
          Extension Interest                                                           0.00
          Interest Reserve Withdrawal                                                  0.00
                                                                                             --------------
               Total Interest Collected                                                                0.00

     Principal:
          Scheduled Principal                                                          0.00
          Unscheduled Principal                                                        0.00
               Principal Prepayments                                                   0.00
               Collection of Principal after Maturity Date                             0.00
               Recoveries from Liquidation and Insurance Proceeds                      0.00
               Excess of Prior Principal Amounts paid                                  0.00
               Curtailments                                                            0.00
          Negative Amortization                                                        0.00
          Principal Adjustments                                                        0.00
                                                                                             --------------
               Total Principal Collected                                                               0.00

     Other:
          Prepayment Penalties/Yield Maintenance                                       0.00
          Repayment Fees                                                               0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Received                                                     0.00
          Net Swap Counterparty Payments Received                                      0.00
                                                                                             --------------
               Total Other Collected                                                                   0.00
                                                                                             --------------
Total Funds Collected                                                                                  0.00
                                                                                             ==============




Total Funds Distributed
     Fees:
          Master Servicing Fee                                                         0.00
          Trustee Fee                                                                  0.00
          Certificate Administration Fee                                               0.00
          Insurer Fee                                                                  0.00
          Miscellaneous Fee                                                            0.00
                                                                                             --------------
               Total Fees                                                                              0.00

     Additional Trust Fund Expenses:

          Reimbursement for Interest on Advances                                       0.00
          ASER Amount                                                                  0.00
          Special Servicing Fee                                                        0.00
          Rating Agency Expenses                                                       0.00
          Attorney Fees & Expenses                                                     0.00
          Bankruptcy Expense                                                           0.00
          Taxes Imposed on Trust Fund                                                  0.00
          Non-Recoverable Advances                                                     0.00
          Other Expenses                                                               0.00
                                                                                             --------------
               Total Additional Trust Fund Expenses                                                    0.00

     Interest Reserve Deposit

     Payments to Certificateholders & Others:
          Interest Distribution                                                        0.00
          Principal Distribution                                                       0.00
          Prepayment Penalties/Yield Maintenance                                       0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Paid                                                         0.00
          Net Swap Counterparty Payments Paid                                          0.00
                                                                                             --------------
               Total Payments to Certificateholders & Others                                           0.00
                                                                                             --------------
Total Funds Distributed                                                                                0.00
                                                                                             ==============


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 8 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                                Ratings Detail
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------
                                                   Original Ratings                       Current Ratings  (1)
                                       ------------------------------------------------------------------------------
      Class               CUSIP            Fitch       Moody's       S & P         Fitch       Moody's       S & P
      ---------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>         <C>           <C>           <C>         <C>           <C>


       A-1
       A-2
       A-3
       A-AB
       A-4
       A-4
      A-1-A
       A-M
       A-J
       A-X
      A-SP
       A-Y
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        O
        P
        Q
        S
      375-A
      375-B
      375-C

      ---------------------------------------------------------------------------------------------------------------
      NR  - Designates that the class was not rated by the above agency at the time of original issuance.
       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
      N/A - Data not available this period.

   1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent
   to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
   applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
   Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.




-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 9 of 22
</TABLE>
<PAGE>


<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------



<CAPTION>
<S>                                           <C>                                              <C>
Fitch, Inc.                                   Moody's Investors Service                        Standard & Poor's Rating Services
One State Street Plaza                        99 Church Street                                 55 Water Street
New York, New York 10004                      New York, New York 10007                         New York, New York 10041
(212) 908-0500                                (212) 553-0300                                   (212) 438-2430






























-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 10 of 22

</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------


                          Current Mortgage Loan and Property Stratification Tables
                                               Aggregate Pool
<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 11 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                               Aggregate Pool

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM         Weighted          Property    # of   Scheduled   Agg.  WAM        Weighted
     Ratio     Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          Type      Props   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM         Weighted                     # of   Scheduled   Agg.  WAM        Weighted
     Rate      Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)       Seasoning   Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                  Page 12 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM         Weighted           Stated     # of   Scheduled   Agg.  WAM        Weighted
   Term (2)    Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          Term      Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                               Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                                  % of
 Amortization  # of  Scheduled   Agg.  WAM         Weighted           Age of Most    # of   Scheduled   Agg.  WAM        Weighted
     Term      Loans   Balance    Bal.  (2) WAC   Avg DSCR (1)        Recent NOI     Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>               <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level.
In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by
the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 13 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------


                                             Mortgage Loan Detail
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                Anticipated              Neg.   Beginning   Ending    Paid
Loan          Property               Interest Principal  Gross   Repayment    Maturity  Amort   Scheduled  Scheduled  Thru
Number  ODCR  Type (1)  City  State  Payment  Payment   Coupon     Date         Date    (Y/N)   Balance    Balance    Date
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>   <C>       <C>   <C>    <C>      <C>       <C>     <C>          <C>        <C>     <C>        <C>        <C>







---------------------------------------------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
---------------------------------------------
         Appraisal  Appraisal   Res.    Mod.
Loan     Reduction  Reduction  Strat.  Code
Number     Date      Amount     (2)     (3)
---------------------------------------------
<S>      <C>        <C>        <C>     <C>







---------------------------------------------
Totals
---------------------------------------------


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

                             (1) Property Type Code
                             ----------------------

                  MF -  Multi-Family            OF - Office
                  RT -  Retail                  M  - Mixed Use
                  HC -  Health Care             U  - Lodging
                  IN -  Industrial              SS - Self Storage
                  WH -  Warehouse               OT - Other
                  MH -  Mobile Home Park        O
                                                T

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification        6 - DPO                       1  - Deed in Lieu Of
2 - Foreclosure         7 - REO                       0    Foreclosure
3 - Bankruptcy          8 - Resolved                     - Full Payoff
4 - Extension           9 - Pending Return            1  - Reps and Warranties
5 - Note Sale               to Master Servicer        1  - Other or TBD
                                                      1



                             (3) Modification Code
                             ---------------------

                        1 - Maturity Date Extension
                        2 - Amortization Change
                        3 - Principal Write-Off
                        4 - Combination
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 14 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                          Principal Prepayment Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                Principal Prepayment Amount                  Prepayment Premium
                  Offering Document       ------------------------------------------------------------------------------------------
Loan Number       Cross-Reference         Payoff Amount     Curtailment Amount    Percentage Premium    Yield Maintenance Charge
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>               <C>                   <C>                   <C>
























------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 15 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                               Historical Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                           Delinquencies
-------------------------------------------------------------------------------------------------
Distribution  30-59 Days   60-89 Days   90 Days or More   Foreclosure       REO     Modifications
Date          #  Balance   #  Balance   #       Balance   #   Balance   # Balance   #     Balance
-------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>               <C>           <C>         <C>












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

<CAPTION>

               Prepayments                          Rate and Maturities
--------------------------------------------------------------------------------------
Distribution  Curtailments        Payoff        Next Weighted Avg.
Date          #    Balance      #  Balance      Coupon      Remit     WAM
--------------------------------------------------------------------------------------
<S>           <C>               <C>             <C>         <C>       <C>













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

Note: Foreclosure and REO Totals are excluded from the delinquencies.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 16 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------


                                            Delinquency Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                 Offering      # of                   Current   Outstanding   Status of   Resolution
                 Document      Months   Paid Through   P & I       P & I       Mortgage    Strategy     Servicing      Foreclosure
Loan Number   Cross-Reference  Delinq.      Date      Advances   Advances**    Loan (1)     Code (2)   Transfer Date      Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>      <C>           <C>       <C>           <C>         <C>          <C>             <C>







-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------
               Current     Outstanding
              Servicing     Servicing       Bankruptcy     REO
Loan Number    Advances     Advances          Date        Date
--------------------------------------------------------------
<S>          <C>           <C>              <C>           <C>







--------------------------------------------------------------
Totals
--------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                      (1) Status of Mortgage Loan
                                      ---------------------------
<S>                             <C>                                  <C>
A - Payment Not Received        0 - Current                          4 - Assumed Scheduled Payment
    But Still in Grace Period   1-  One Month Delinquent                 (Performing Matured Loan)
B - Late Payment But Less       2 - Two Months Delinquent            7 - Foreclosure
    Than 1 Month Delinquent     3 - Three or More Months Delinquent  9 - REO

<CAPTION>
                                     (2) Resolution Strategy Code
                                     ----------------------------
<S>                             <C>                                  <C>
1 - Modification                6 - DPO                              1  - Deed In Lieu Of
2 - Foreclosure                 7 - REO                              0    Foreclosure
3 - Bankruptcy                  8 - Resolved                            - Full Payoff
4 - Extension                   9 - Pending Return                   1  - Reps and Warranties
5 - Note Sale                       to Master Servicer               1  - Other or TBD
                                                                     1
                                                                     2
                                                                     1
                                                                     3
-------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 17 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                     Specially Serviced Loan Detail - Part 1
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                            Offering      Servicing    Resolution
Distribution    Loan        Document      Transfer      Strategy    Scheduled   Property          Interest    Actual
    Date        Number   Cross-Reference    Date         Code (1)    Balance    Type (2)   State    Rate     Balance
---------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>              <C>          <C>          <C>         <C>        <C>    <C>        <C>







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

<CAPTION>

----------------------------------------------------------------------------
                   Net                                          Remaining
Distribution    Operating    NOI            Note    Maturity   Amortization
    Date          Income     Date    DSCR   Date      Date         Term
----------------------------------------------------------------------------
<S>             <C>          <C>     <C>    <C>     <C>        <C>







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

<CAPTION>
                                 (1) Resolution Strategy Code
                                 ----------------------------
<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              1  - Deed in Lieu Of
2 - Foreclosure                 7 - REO                              0    Foreclosure
3 - Bankruptcy                  8 - Resolved                            - Full Payoff
4 - Extension                   9 - Pending Return                   1  - Reps and Warranties
5 - Note Sale                       to Master Servicer               1  - Other or TBD
                                                                     1
                                                                     2
                                                                     1
                                                                     3


<CAPTION>
             (2) Property Type Code
             ----------------------
<S>                             <C>
MF - Multi-Family               O  - Office
RT - Retail                     F  - Mixed Use
HC - Health Care                M  - Lodging
IN - Industrial                 U  - Self Storage
W  - Warehouse                  L  - Other
H  - Mobile Home Park           O
MH                              S
                                S
                                O
                                T


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 18 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                      Specially Serviced Loan Detail - Part 2
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                           Offering       Resolution      Site
Distribution   Loan        Document        Strategy    Inspection                 Appraisal   Appraisal      Other REO
    Date       Number   Cross-Reference    Code (1)       Date     Phase 1 Date     Date        Value     Property Revenue   Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>         <C>            <C>         <C>         <C>                <C>

















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


<CAPTION>
                                     (1) Resolution Strategy Code
                                     ----------------------------

<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              1  - Deed in Lieu Of
2 - Foreclosure                 7 - REO                              0    Foreclosure
3 - Bankruptcy                  8 - Resolved                            - Full Payoff
4 - Extension                   9 - Pending Return                   1  - Reps and Warranties
5 - Note Sale                       to Master Servicer               1  - Other or TBD
                                                                     1
                                                                     2
                                                                     1
                                                                     3

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 19 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                             Modified Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
              Offering
Loan          Document          Pre-Modification
Number      Cross-Reference         Balance                 Modification Date                       Modification Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>                         <C>                                     <C>






















-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 20 of 22
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                             Liquidated Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                   Offering                                                    Gross Proceeds      Aggregate
Loan                               Document      Appraisal    Appraisal   Actual     Gross       as a % of        Liquidation
Number             980         Cross-Reference      Date        Value     Balance   Proceeds   Actual Balance      Expenses *
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>          <C>         <C>       <C>        <C>                <C>











-----------------------------------------------------------------------------------------------------------------------------------
Current Total
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------------------------
                       Net           Net Proceeds                    Repurchased
Loan               Liquidation        as a % of         Realized      by Seller
Number               Proceeds       Actual Balance        Loss          (Y/N)
--------------------------------------------------------------------------------
<S>                <C>              <C>                 <C>          <C>












--------------------------------------------------------------------------------
Current Total
--------------------------------------------------------------------------------
Cumulative Total
--------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 21 of 22
</TABLE>

<PAGE>

<TABLE>
<S>                             <C>                                                  <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |        Credit Suisse First Boston Mortgage Securities Corp.         |          CTSLink Customer Service          |
       | LOGO] |          Commercial Mortgage Pass-Through Certificates              |               (301) 815-6600               |
       ---------                         Series 2005-C5                              |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:     12/16/2005
Columbia, MD 21045-1951                                                                        Record Date:      11/30/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                      Bond/Collateral Realized Loss Reconciliation

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                   Beginning                                             Amounts
                                   Balance of     Aggregate      Prior Realized      Covered by Over-       Interest (Shortage)/
Distribution         Prospectus   the Loan at   Realized Loss     Loss Applied     collateralization and    Excesses applied to
    Date                 Id       Liquidation     on Loans       to Certificates    other Credit Support    other Credit Support
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>           <C>              <C>               <C>                      <C>

















------------------------------------------------------------------------------------------------------------------------------------
Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                        Modification          Additional
                        Adjustments/         (Recoveries)/        Current Realized        Recoveries of      (Recoveries)/Realized
Distribution        Appraisal Reduction   Expenses applied to      Loss Applied to       Realized Losses        Loss Applied to
    Date                 Adjustment         Realized Losses          Certificates         Paid as Cash        Certificate Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                     <C>                    <C>                 <C>

















------------------------------------------------------------------------------------------------------------------------------------
Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                 Page 22 of 22
</TABLE>


<PAGE>



                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES


                                     [Date]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage  Securities Corp.,
                  Commercial Mortgage  Pass-Through  Certificates,  Series
                  2005-C5, Class ______ Certificates [having an initial
                  aggregate Certificate [Principal Balance] [Notional Amount] as
                  of November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2"), CWCapital Asset Management LLC, as
special servicer (in such capacity, the "Special Servicer No. 1"), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2"), and Wells Fargo Bank, N.A., as trustee (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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:  Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2"), CWCapital Asset Management LLC, as
special servicer (in such capacity, the "Special Servicer No. 1"), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2"), and Wells Fargo Bank, N.A., as trustee (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 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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:  Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ____, having an initial aggregate [Certificate Principal
                 Balance] [Certificate Notional Amount] as of November 9, 2005
                 (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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (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 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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

            Re:  Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ____, having an initial aggregate [Certificate Principal
                 Balance] [Certificate Notional Amount] as of November 9, 2005
                 (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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (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 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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:  Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2"), CWCapital Asset Management LLC, as
special servicer (in such capacity, the "Special Servicer No. 1"), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2"), and Wells Fargo Bank, N.A., as trustee (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 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,

                                    ____________________________________________
                                    (Transferor)

                                    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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:  Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling
and Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, GMAC Commercial Mortgage Corporation, as master servicer
(in such capacity, the "Master Servicer No. 1"), NCB, FSB, as master servicer
(in such capacity, the "Master Servicer No. 2"), CWCapital Asset Management LLC,
as special servicer (in such capacity, the "Special Servicer No. 1"), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2"), and Wells Fargo Bank, N.A., as trustee (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 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (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
Trustee 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 $______________________(2) 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 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 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:


--------
(2)   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 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (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
Trustee 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]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

             Re: Credit Suisse First Boston Mortgage Securities Corp.,
                 Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 2"), CWCapital Asset Management LLC, as
special servicer (in such capacity, the "Special Servicer No. 1"), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2"), and Wells Fargo Bank, N.A., as trustee (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 Depositor, any Mortgage Loan Seller, the Master
            Servicers, the Special Servicers, 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 2005-C5,
                 Class ______ Certificates [having an initial aggregate
                 Certificate [Principal Balance] [Notional Amount] as of
                 November 9, 2005 (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 November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 2"), CWCapital Asset Management LLC, as special servicer (in such capacity,
the "Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (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 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
                     FOR TRANSFERS OF CLASS R 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 2005-C5,
Class R 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 in substantially the
same form as this affidavit. The Transferee expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation
contained in such affidavit 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 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 Trustee 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 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 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 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 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 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 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 has historically paid its debts as they have come
due and intends to pay its debt as they come due in the future. The Transferee
further 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 (except to
the extent provided in applicable Treasury regulations), or other entity
(including any entity treated as a corporation or partnership for federal income
tax purposes) created or organized in, or under the laws of, the United States,
any State or the District of Columbia, or an estate whose income is includible
in gross income for United States federal income tax purposes regardless of its
source, 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 (including
certain trusts in existence on August 20, 1996 that are eligible to elect to be
treated as United States Tax Persons).



<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 CERTIFICATES


                                     [Date]


Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
                  Class R 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 November 1, 2005 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor, GMAC
Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer No. 1"), NCB, FSB, as master servicer (in such capacity, the
"Master Servicer No. 2"), CWCapital Asset Management LLC, as special servicer
(in such capacity, the "Special Servicer No. 1"), National Consumer Cooperative
Bank as special servicer (in such capacity, the "Special Servicer No. 2"), and
Wells Fargo Bank, N.A., as trustee (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 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

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]

              Re: Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  2005-C5

Ladies and Gentlemen:

            Pursuant to Section 7.01(c) of the Pooling and Servicing Agreement,
dated as of November 1, 2005, relating to Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges and agrees that,
as of the date hereof, it is and shall be a party to the Agreement and bound
thereby to the full extent indicated therein in the capacity of Special
Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.




                                          By:___________________________________
                                          Name:
                                          Title:




<PAGE>



                                    EXHIBIT J

                           FORM OF LOST NOTE AFFIDAVIT



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
2005-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

                           SCHEDULE OF REFERENCE RATES





Distribution Date       Reference Rate    Distribution Date     Reference Rate
-----------------       --------------    -----------------     --------------

December 2005           5.13968%          June 2009             5.30626%
January 2006            5.13971%          July 2009             5.13621%
February 2006           5.13965%          August 2009           5.30612%
March 2006              5.13949%          September 2009        5.30605%
April 2006              5.30888%          October 2009          5.13601%
May 2006                5.13937%          November 2009         5.30590%
June 2006               5.30928%          December 2009         5.13587%
July 2006               5.13924%          January 2010          5.13588%
August 2006             5.30914%          February 2010         5.13581%
September 2006          5.30907%          March 2010            5.13593%
October 2006            5.13904%          April 2010            5.30551%
November 2006           5.30893%          May 2010              5.13550%
December 2006           5.13891%          June 2010             5.30371%
January 2007            5.13886%          July 2010             5.13292%
February 2007           5.13874%          August 2010           5.29975%
March 2007              5.13872%          September 2010        5.29935%
April 2007              5.30829%          October 2010          5.12882%
May 2007                5.13822%          November 2010         5.29908%
June 2007               5.30801%          December 2010         5.12799%
July 2007               5.13795%          January 2011          5.12728%
August 2007             5.30779%          February 2011         5.12635%
September 2007          5.30765%          March 2011            5.12955%
October 2007            5.13746%          April 2011            5.29674%
November 2007           5.30733%          May 2011              5.12572%
December 2007           5.13714%          June 2011             5.29636%
January 2008            5.30700%          July 2011             5.12536%
February 2008           5.13690%          August 2011           5.29600%
March 2008              5.13752%          September 2011        5.29584%
April 2008              5.30647%          October 2011          5.12487%
May 2008                5.13630%          November 2011         5.29551%
June 2008               5.30612%          December 2011         5.12355%
July 2008               5.13596%          January 2012          5.29414%
August 2008             5.30577%          February 2012         5.12332%
September 2008          5.30560%          March 2012            5.12407%
October 2008            5.13549%          April 2012            5.29516%
November 2008           5.30533%          May 2012              5.12801%
December 2008           5.13670%          June 2012             5.29883%
January 2009            5.13672%          July 2012             5.12873%
February 2009           5.13666%          August 2012           5.29889%
March 2009              5.13674%          September 2012        5.29876%
April 2009              5.30641%          October 2012          5.12781%
May 2009                5.13635%          November 2012         5.30224%


<PAGE>



                                    EXHIBIT L

                      FORM OF SARBANES-OXLEY CERTIFICATION



            Re:   CSFB Commercial Mortgage Trust 2005-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series
                  2005-C5
                  -----------------------------------------------------


            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Trustee/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 November 1, 2005 and relating to the
Trust (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 Trustee] [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 filed in respect of periods included in the year
      covered by that Annual Report (collectively with the Annual Reports, the
      "Reports"), of the Trust;]

                  2. [To be certified by the Trustee] [To the best of my
      knowledge, the information in the Reports, to the extent prepared by the
      [Trustee] (but not including any information provided to the [Trustee] by
      any master servicers or special servicers, other than to the extent that
      such information has been aggregated or manipulated by [Trustee]), 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 Trustee] [To the best of my
      knowledge, the distribution or servicing information required to be
      provided to the Trustee by the Master Servicers and the Special Servicers
      under the Pooling and Servicing Agreement for inclusion in the Reports is
      included in the Reports;]

                  4. [To be certified by each Master Servicer] [I am responsible
      for reviewing the activities performed by [GMAC Commercial Mortgage
      Corporation/NCB, FSB] in its capacity as Master Servicer No.[__] under the
      Pooling and Servicing Agreement and based upon the annual compliance
      review required under the Pooling and Servicing Agreement with respect to
      the [GMAC Commercial Mortgage Corporation/NCB, FSB] in its capacity as
      Master Servicer No.[__] and a certificate in the form attached as Exhibit
      A hereto from [CWCapital Asset Management LLC/National Consumer
      Cooperative Bank] in its capacity as Special Servicer No.[__], 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 [___], or in any reports on Form
      8-K containing statements to certificateholders of the Trust filed in
      respect of periods included in the year covered by that annual report,
      [GMAC Commercial Mortgage Corporation/NCB, FSB] in its capacity as Master
      Servicer No.[__], has fulfilled its obligations under the Pooling and
      Servicing Agreement, including the provision of all reports required to be
      submitted to the Trustee thereunder, and that, to the knowledge of [GMAC
      Commercial Mortgage Corporation/NCB, FSB] in its capacity as Master
      Servicer No.[__], based upon the annual compliance review required under
      the Pooling and Servicing Agreement with respect to [GMAC Commercial
      Mortgage Corporation/NCB, FSB] in its capacity as Master Servicer No. [__]
      and a certificate in the form attached as Exhibit A hereto [CWCapital
      Asset Management LLC/National Consumer Cooperative Bank] in its capacity
      as Special Servicer No.[__], 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 each Master Servicer] [We have
      disclosed to [GMAC Commercial Mortgage Corporation's/NCB, FSB's] certified
      public accountants all significant deficiencies relating to (a) the
      compliance of [GMAC Commercial Mortgage Corporation/NCB, FSB] in its
      capacity as Master Servicer No.[__] 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 (b) the compliance of
      [CWCapital Asset Management LLC/National Consumer Cooperative Bank] in its
      capacity as Special Servicer No.[__] 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 assigned thereto in the Pooling and Servicing
      Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]



<PAGE>



                                                        EXHIBIT A to EXHIBIT L
                                                        ----------------------

                           FORM OF CERTIFICATION TO BE
                        PROVIDED TO THE MASTER SERVICERS
                        --------------------------------


            Re:   CSFB Commercial Mortgage Trust 2005-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates,  Series
                  2005-C5

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as Special Servicer
No.[__] certify to the Master Servicer No.[__] 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 November 1, 2005 and relating to the Trust (the "Pooling and
Servicing Agreement"), and with the knowledge and intent that they will rely
upon this certification, that:

                  1. [To be certified by each Special Servicer] [I am
      responsible for reviewing the activities performed by [CWCapital Asset
      Management LLC/National Consumer Cooperative Bank] in its capacity as
      Special Servicer No.[__] under the Pooling and Servicing Agreement and
      based upon the annual compliance review required under the Pooling and
      Servicing Agreement with respect to Special Servicer No.[__], except as
      disclosed in Exhibit A hereto or any report delivered by [CWCapital Asset
      Management LLC/National Consumer Cooperative Bank], as required by the
      Pooling and Servicing Agreement, in its capacity as Special Servicer
      No.[__], has fulfilled its obligations as Special Servicer No. [ ] under
      the Pooling and Servicing Agreement, including the provision of all
      reports required to be submitted by Special Servicer No.[__] to the
      Trustee thereunder, and that, to the knowledge of [CWCapital Asset
      Management LLC/National Consumer Cooperative Bank] in its capacity as
      Special Servicer No.[__], such reports do not contain any material
      misstatements or omissions; and]

                  2. [To be certified by each Special Servicer] [I have
      disclosed to [CWCapital Asset Management LLC's/National Consumer
      Cooperative Bank's] certified public accountants all significant
      deficiencies relating to the compliance of [CWCapital Asset Management
      LLC's/National Consumer Cooperative Bank's] in its capacity as Special
      Servicer No.[__] 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.]

                  Capitalized terms used but not defined herein have the
      respective meanings assigned thereto in the Pooling and Servicing
      Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]



<PAGE>



                                    EXHIBIT M

                                    RESERVED






<PAGE>



                                    EXHIBIT N

                                    RESERVED




<PAGE>



                                    EXHIBIT O

                        FORM OF CUSTODIAL CERTIFICATATION



                                     [Date]


[DEPOSITOR]

[MASTER SERVICER]             MORTGAGE LOAN SELLERS

[SPECIAL SERVICER]


           Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
                Mortgage Pass-Through Certificates, Series 2005-C5

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of November 1, 2005 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
Master Servicers, the Special Servicers, 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

              FORM OF NOTICE REGARDING DEFEASANCE OF MORTGAGE LOAN



   For loans not among ten largest and having a principal balance of less than
             (a) $20,000,000 and (b) 5% of outstanding pool balance

To: Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance

From: _________, in its capacity as Servicer No.[__] (the "Servicer") under
the Pooling and Servicing Agreement dated as of November 1, 2005 (the
"Pooling and Servicing Agreement"), among the Servicer, Wells Fargo Bank,
N.A. as Trustee, and others.

                             Date: _________, 20___



            Re:  Commercial Mortgage Pass-Through Certificates, Series 2005-C5
                 Mortgage Loan (the "Mortgage Loan") heretofore secured by real
                 property known as _______.

            Capitalized  terms used but not defined  herein have the  meanings
assigned to such terms in the  Pooling and  Servicing  Agreement.  [Note:  all
terms in this  notice  should be  conformed  to terms used in the  Pooling and
Servicing Agreement]

            THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF
THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND
SERVICING AGREEMENT AND THE SERVICING STANDARD

            We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the Servicer has determined, consistent with the Servicing Standard,
will have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

                  1. The related borrower (the "Borrower") has consummated a
      defeasance of the Mortgage Loan of the type checked below:

      ____  a full defeasance of the entire outstanding principal balance
            ($___________) of the Mortgage Loan; or

      ____  a partial defeasance of a portion  ($__________) of the Mortgage
            Loan that represents ___% of the entire  principal  balance of the
            Mortgage Loan ($________);

                  2. The defeasance was consummated on __________, 20__.

                  3. The defeasance was completed in all material respects in
      accordance with the conditions for defeasance specified in the Loan
      Documents and in accordance with the Servicing Standard.

                  4. The defeasance collateral consists only of one or more of
      the following: (i) direct debt obligations of the U.S. Treasury, (ii)
      direct debt obligations of the Federal National Mortgage Association,
      (iii) direct debt obligations of the Federal Home Loan Mortgage
      Corporation, or (iv) interest-only direct debt obligations of the
      Resolution Funding Corporation. Such defeasance collateral consists of
      securities that (i) if they include a principal obligation, the principal
      due at maturity cannot vary or change, (ii) provide for interest at a
      fixed rate and (iii) are not subject to prepayment, call or early
      redemption.

                  5. After the defeasance, the defeasance collateral will be
      owned by an entity (the "Defeasance Obligor") that: (i) is the original
      Borrower, (ii) is a Single-Purpose Entity (as defined in the S&P
      Criteria), (iii) is subject to restrictions in its organizational
      documents substantially similar to those contained in the organizational
      documents of the original Borrower with respect to bankruptcy remoteness
      and single purpose, (iv) has been designated as the Defeasance Obligor by
      the originator of the Mortgage Loan pursuant to the terms of the 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 Mortgage Loans included in the pool under
      the Pooling and Servicing Agreement (the "Pool").

                  6. If such Defeasance Obligor (together with its affiliates)
      holds more than one defeased loan, it does not (together with its
      affiliates) hold defeased loans aggregating more than $20 million or more
      than five percent (5%) of the aggregate certificate balance of the
      Certificates as of the date of the most recent Statement to
      Certificateholders received by the Servicer (the "Current Report").

                  7. The defeasance documents require that the defeasance
      collateral be credited to an eligible account (as defined in the S&P
      Criteria) that must be maintained as a securities account by a securities
      intermediary that is at all times an Eligible Institution (as defined in
      the S&P Criteria). The securities intermediary may reinvest proceeds of
      the defeasance collateral only in Permitted Investments (as defined in the
      Pooling and Servicing Agreement).

                  8. The securities intermediary is obligated to pay from the
      proceeds of the defeasance collateral, directly to the Servicer's
      collection account, all scheduled payments on the Mortgage Loan or, in a
      partial defeasance, not less than 125% of the portion of such scheduled
      payments attributed to the allocated loan amount for the real property
      defeased (the "Scheduled Payments").

                  9. The Servicer received written confirmation from an
      independent certified public accountant stating that (i) revenues from the
      defeasance collateral (without taking into account any earnings on
      reinvestment of such revenues) will be sufficient to timely pay each of
      the Scheduled Payments including the payment in full of the Mortgage Loan
      (or the allocated portion thereof in connection with a partial defeasance)
      on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated
      Repayment Date), (ii) the revenues received in any month from the
      defeasance collateral will be applied to make Scheduled Payments within
      four (4) months after the date of receipt, (iii) the defeasance collateral
      is not subject to prepayment, call or early redemption, and (iv) interest
      income from the defeasance collateral to the Defeasance Obligor in any tax
      year will not exceed such Defeasance Obligor's interest expense for the
      Mortgage Loan (or the allocated portion thereof in a partial defeasance)
      for such year, other than in the year in which the Maturity Date or
      Anticipated Repayment Date will occur, when interest income will exceed
      interest expense.

                  10. The Servicer received opinions of counsel that, subject to
      customary qualifications, (i) the defeasance will not cause any Trust
      REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the
      agreements executed by the Borrower 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 Mortgage Loan has been paid in full,
      (iv) include representations and/or covenants of the Borrower and/or
      securities intermediary substantially as set forth on Exhibit B hereto,
      (v) provide for survival of such representations; and (vi) do not permit
      waiver of such representations and covenants.

                  12. The outstanding principal balance of the Mortgage Loan
      immediately before the defeasance was less than $20,000,000 and less than
      5% of the aggregate certificate balance of the Certificates as of the date
      of the Current Report. The Mortgage Loan is not one of the ten (10)
      largest loans in the Pool.

                  13. Copies of all material agreements, instruments,
      organizational documents, opinions of counsel, accountant's report and
      other items delivered in connection with the defeasance will be provided
      to you upon request.

                  14. The individual executing this notice is an authorized
      officer or a servicing officer of the Servicer.


            IN WITNESS WHEREOF, the Servicer has caused this notice to be
executed as of the date captioned above.

                                       [APPLICABLE MASTER SERVICER]


                                          By:
                                          ______________________________________
                                          Name:
                                          Title:



<PAGE>



                                    EXHIBIT A

<PAGE>



                                    EXHIBIT B

                   Perfected Security Interest Representations

General:

            1. [The defeasance agreements] create a valid and continuing
security interest (as defined in the applicable UCC) in the [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 Q

                FORM OF SUBORDINATION AGREEMENT OF CO-OP LOANS

            THIS Agreement made this _____ day of ___, 20__, between [_______],
a ____________ having an address at __________ (the "Subordinate Mortgagee"),
and ___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                             W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
__________________________________ (the "Borrower") to Subordinate Mortgagee
(the "Superior Mortgage") covering the premises located at
____________________________________________ more particularly described in the
Superior Mortgage and Schedule "A" attached hereto (the "Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection with the
operation and maintenance of the Premises and to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; (v) during the pendency of
any such foreclosure action, if an action shall be brought for the foreclosure
of the Superior Mortgage and an application shall be made for an extension of
such receivership for the benefit of the Superior Mortgagee, the Subordinate
Mortgagee shall consent to the extension of such receivership and all accounts,
accounts receivable, rents, issues and profits held by such receiver as of the
date of such application shall be applied by the receiver solely for the benefit
of the Superior Mortgagee, and the Subordinate Mortgagee in their respective
order of priority; (vi) due notice of the commencement of any foreclosure of the
Subordinate Mortgage shall be given to the Superior Mortgagee and true copies of
all papers served or entered in such action will be delivered to the Superior
Mortgagee upon such service or entry; (vii) no payments shall be made to the
holder of the Subordinate Mortgage during the period in which any default exists
under the Superior Mortgage in respect of any monthly payment or balloon payment
due thereunder beyond any applicable grace period, provided that the Subordinate
Mortgagee has received written notice of such default and all payments otherwise
payable to the Subordinate Mortgagee during such period shall be paid to the
Superior Mortgagee and, if any such payments are received by the Subordinate
Mortgagee at any time after which the Subordinate Mortgagee has received written
notice of the existence of such default, they shall be held in trust for the
Superior Mortgagee and turned over to the Superior Mortgagee on demand; (viii)
any distributions made or to be made to the Subordinate Mortgagee pursuant to
any bankruptcy or insolvency proceeding of the borrower representing amounts due
under the Superior Mortgage shall be paid by the borrower, or, if such payments
are nonetheless received by the Subordinate Mortgagee, by the Subordinate
Mortgagee immediately upon their receipt, to the Superior Mortgagee for
application, at Superior Mortgagee's direction, to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; and (ix) all condemnation,
casualty or similar payments with respect to the premises shall be applied, for
so long as the Superior Mortgage remains outstanding, in accordance with the
Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.



<PAGE>



            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.


                                       [Subordinate Mortgagee]


                                          By:  ______________________________
                                          Name:
                                          Title:


                                       [Superior Mortgagee]


                                          By:  ______________________________
                                          Name:
                                          Title:



      [PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
    ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]



<PAGE>



                                    EXHIBIT R

                                    RESERVED




<PAGE>



                                   EXHIBIT S-1

                        FORM OF INFORMATION REQUEST FROM
                     CERTIFICATEHOLDER OR CERTIFICATE OWNER


                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania  19044
Attn: Managing Director, Commercial Servicing Operations

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C.  20006

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 2005-C5

      In accordance with the Pooling and Servicing Agreement dated as of
November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
NCB, FSB, as master servicer (in such capacity, the "Master Servicer No. 2" and
collectively with Master Servicer No. 1, the "Master Servicers"), CWCapital
Asset Management LLC, as special servicer (in such capacity, the "Special
Servicer No. 1"), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2" and collectively with Special
Servicer No. 1, the "Special Servicers"), 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 2005-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 Servicers']
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Trustee'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 Servicers' or the Trustee'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 Servicers
            or the Trustee, 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 Servicers nor the Trustee 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 Servicers nor the Trustee 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 Servicers or the Trustee 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 2005-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 Servicers or the Trustee
                  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 Servicers,
            the Trustee, 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 Servicers, the Trustee, 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]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania  19044
Attn: Managing Director, Commercial Servicing Operations

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C.  20006

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
            2005-C1

      In accordance with the Pooling and Servicing Agreement dated as of
November 1, 2005 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
NCB, FSB, as master servicer (in such capacity, the "Master Servicer No. 2" and
collectively with Master Servicer No. 1, the "Master Servicers"), CWCapital
Asset Management LLC, as special servicer (in such capacity, the "Special
Servicer No. 1"), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2" and collectively with Special
Servicer No. 1, the "Special Servicers"), 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 2005-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 Servicers']
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Trustee'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 Servicers' or the Trustee'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 Servicers or the Trustee, 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 Servicers nor the Trustee 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 Servicers nor the Trustee 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 Servicers or the Trustee 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 2005-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 Servicers or the Trustee
                  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
            Servicers, the Trustee, 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 Servicers, the Trustee 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
 -----------------    ---------------    -----------------    ---------------
 December 2005        $136,155,000.00    February 2010        $136,155,000.0
 January 2006         $136,155,000.00    March 2010           $136,155,000.0
 February 2006        $136,155,000.00    April 2010           $136,155,000.0
 March 2006           $136,155,000.00    May 2010             $136,155,000.0
 April 2006           $136,155,000.00    June 2010            $136,155,000.0
 May 2006             $136,155,000.00    July 2010            $136,155,000.0
 June 2006            $136,155,000.00    August 2010          $136,155,000.0
 July 2006            $136,155,000.00    September 2010       $136,155,000.0
 August 2006          $136,155,000.00    October 2010         $136,155,000.0
 September 2006       $136,155,000.00    November 2010        $136,155,000.0
 October 2006         $136,155,000.00    December 2010        $136,155,000.0
 November 2006        $136,155,000.00    January 2011         $135,202,736.9
 December 2006        $136,155,000.00    February 2011        $132,647,000.0
 January 2007         $136,155,000.00    March 2011           $129,226,000.0
 February 2007        $136,155,000.00    April 2011           $126,643,000.0
 March 2007           $136,155,000.00    May 2011             $123,764,000.0
 April 2007           $136,155,000.00    June 2011            $121,156,000.0
 May 2007             $136,155,000.00    July 2011            $118,253,000.0
 June 2007            $136,155,000.00    August 2011          $115,620,000.0
 July 2007            $136,155,000.00    September 2011       $112,974,000.0
 August 2007          $136,155,000.00    October 2011         $110,035,000.0
 September 2007       $136,155,000.00    November 2011        $107,363,000.0
 October 2007         $136,155,000.00    December 2011        $104,399,000.0
 November 2007        $136,155,000.00    January 2012         $101,701,000.0
 December 2007        $136,155,000.00    February 2012        $98,991,000.00
 January 2008         $136,155,000.00    March 2012           $95,710,000.00
 February 2008        $136,155,000.00    April 2012           $92,972,000.00
 March 2008           $136,155,000.00    May 2012             $89,943,000.00
 April 2008           $136,155,000.00    June 2012            $87,463,000.00
 May 2008             $136,155,000.00    July 2012            $84,983,000.00
 June 2008            $136,155,000.00    August 2012          $82,503,000.00
 July 2008            $136,155,000.00    September 2012       $80,023,000.00
 August 2008          $136,155,000.00    October 2012         $77,543,000.00
 September 2008       $136,155,000.00    November 2012        $75,063,000.00
 October 2008         $136,155,000.00    December 2012        $72,583,000.00
 November 2008        $136,155,000.00    January 2013         $70,103,000.00
 December 2008        $136,155,000.00    February 2013        $67,623,000.00
 January 2009         $136,155,000.00    March 2013           $65,143,000.00
 February 2009        $136,155,000.00    April 2013           $62,663,000.00
 March 2009           $136,155,000.00    May 2013             $60,183,000.00
 April 2009           $136,155,000.00    June 2013            $57,703,000.00
 May 2009             $136,155,000.00    July 2013            $55,227,778.52
 June 2009            $136,155,000.00    August 2013          $52,332,000.00
 July 2009            $136,155,000.00    September 2013       $49,423,000.00
 August 2009          $136,155,000.00    October 2013         $46,238,000.00
 September 2009       $136,155,000.00    November 2013        $38,973,000.00
 October 2009         $136,155,000.00    December 2013        $35,769,000.00
 November 2009        $136,155,000.00    January 2014         $32,812,000.00
 December 2009        $136,155,000.00    February 2014        $29,841,000.00
 January 2010         $136,155,000.00    March 2014           $26,075,000.00
 April 2014            $23,073,000.00    September 2014        $7,331,000.00
 May 2014              $19,798,000.00    October 2014          $3,985,000.00
 June 2014             $16,768,000.00    November 2014           $881,000.00
 July 2014             $13,464,000.00    December 2014               -
 August 2014           $10,404,000.00