Exhibit 4.1

                         Pooling and Servicing Agreement

                                  See attached


<PAGE>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
                            as Master Servicer No. 1,

                              CAPMARK FINANCE INC.,
                            as Master Servicer No. 2,

                           CENTERLINE SERVICING INC.,
                                Special Servicer

                                       and

                             WELLS FARGO BANK, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2007

                                 $2,720,810,685
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2007-C5


<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

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

Section 1.01  Defined Terms................................................
Section 1.02  General Interpretive Principles..............................
Section 1.03  Certain Calculations in Respect of the Mortgage Loans........
Section 1.04  Crossed Trust Mortgage Loans.................................
Section 1.05  Certain Adjustments to the Principal Distributions on the
               Certificates................................................
Section 1.06  Certain Matters with Respect to the 450 Lexington Avenue
               Total Loan..................................................
Section 1.07  Certain Matters with Respect to the Princeton Total Loan.....
Section 1.08  Certain Matters with Respect to the Cornerstone Commerce
               Center Total Loan...........................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

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


                                   ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Master Servicers to Act as Master Servicers; Special
               Servicer to Act as Special Servicer; Administration of
               the Mortgage Loans..........................................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts..........................................
Section 3.04  The Collection Accounts, Distribution Account, Excess
               Interest Distribution Account, Excess Liquidation
               Proceeds Account and Mortgage Loan Combination Custodial
               Accounts....................................................
Section 3.05  Permitted Withdrawals from the Collection Account and the
               Distribution Account........................................
Section 3.06  Investment of Funds in the Collection Account, Mortgage
               Loan Combination Custodial Accounts, Servicing Accounts,
               Cash Collateral Accounts, Lock-Box Accounts, Interest
               Reserve Account, Distribution Account, Excess
               Liquidation Proceeds Account, Excess Interest
               Distribution Account, Loan REMIC Residual Distribution
               Account and the REO Account.................................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.......................................
Section 3.08  Enforcement of Due-on-Sale and Due-on-Encumbrance
               Clauses; Assumption Agreements; Defeasance Provisions;
               Other Provisions............................................
Section 3.09  Realization Upon Defaulted Mortgage Loans....................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation.......................................
Section 3.12  Reports to the Trustee.......................................
Section 3.13  Reserved.....................................................
Section 3.14  Reserved.....................................................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Fair Value Purchase Option; Sale of REO Properties...........
Section 3.19  Additional Obligations of the Master Servicers and
               Special Servicer; Inspections; Appraisals...................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicers and
               Special Servicer; Record Keeping; Series 2007-C5
               Directing Certificateholder.................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations, Warranties and Covenants of the Master
               Servicer....................................................
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicer....................................................
Section 3.25  Limitation on Liability of the Series 2007-C5 Directing
               Certificateholder...........................................
Section 3.26  Reserved.....................................................
Section 3.27  Lock-Box Accounts, Cash Collateral Accounts and Servicing
               Accounts....................................................
Section 3.28  Interest Reserve Account.....................................
Section 3.29  Limitations on and Authorizations of the Master Servicers
               and Special Servicer with Respect to Certain Mortgage
               Loans.......................................................
Section 3.30  Master Servicer and Special Servicer May Own Certificates....
Section 3.31  Authenticating Agent.........................................
Section 3.32  Series 2007-C5 Directing Certificateholder Contact with
               Master Servicers............................................
Section 3.33  Certain Matters with Respect to the Mortgage Loan
               Combinations................................................
Section 3.34  Certain Matters with Respect to the 60 Wall Street Loan......


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Trustee Report; Certain Other Reports........................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
Section 4.05  Calculations.................................................
Section 4.06  Grantor Trust Reporting......................................
Section 4.07  Compliance with Withholding Requirements.....................


                                    ARTICLE V

                                THE CERTIFICATES

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


                                   ARTICLE VI

         THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Master Servicers and the
               Special Servicer............................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Master Servicer or the Special Servicer.....................
Section 6.03  Limitation on Liability of the Trustee, the Depositor,
               the Master Servicers, the Special Servicer and Others.......
Section 6.04  Resignation of the Master Servicers or the Special
               Servicer....................................................
Section 6.05  Rights of the Depositor in Respect of the Master Servicer
               and the Special Servicer....................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Master Servicers 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 Trust Mortgage Loans........................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of and by
               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  Access to Certain Information................................
Section 8.12  Appointment of Custodians....................................
Section 8.13  Representations, Warranties and Covenants of the Trustee.....


                                   ARTICLE IX

                                   TERMINATION

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


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

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


                       ARTICLE XI MISCELLANEOUS PROVISIONS

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


                                 ARTICLE XII
             EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 12.01 Intent of the Parties; Reasonableness........................
Section 12.02 Reserved.....................................................
Section 12.03 Information to be Provided by the Master Servicers, the
               Special Servicer, the Trustee and each Servicing
               Function Participant........................................
Section 12.04 Reserved.....................................................
Section 12.05 Filing Obligations...........................................
Section 12.06 Form 10-D Filings............................................
Section 12.07 Form 10-K Filings............................................
Section 12.08 Sarbanes-Oxley Certification.................................
Section 12.09 Form 8-K Filings.............................................
Section 12.10 Form 15 Filing; Incomplete Exchange Act Filings;
               Amendments to Exchange Act Reports..........................
Section 12.11 Annual Compliance Statements.................................
Section 12.12 Annual Reports on Assessment of Compliance with Servicing
               Criteria....................................................
Section 12.13 Annual Independent Public Accountants' Attestation...........
Section 12.14 Exchange Act Reporting Indemnification.......................
Section 12.15 Amendments...................................................
Section 12.16 Exchange Act Report Signatures; Delivery of Notices;
               Interpretation of Grace Periods.............................
Section 12.17 Termination of the Trustee...................................

<PAGE>

                                    EXHIBITS

A-1        Form of Class A-SP and Class A-X Certificates
A-2        Form of Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
           Class A-1-A, Class A-M, A-1-AM, Class A-J, Class A-1-AJ and Class B
           Certificates
A-3        Form of 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
A-4        Form of Class V Certificates
A-5        Form of Class R and Class LR Certificates
B-1        Schedule of Column Trust Mortgage Loans
B-2        Schedule of KeyBank Trust Mortgage Loans
B-3        Schedule of Capmark Trust Mortgage Loans
C-1        List of Additional Collateral Trust Mortgage Loans
C-2        List of Mezzanine Loans
D-1A       Form of Master Servicer Request for Release (Master Servicer No. 1)
D-1B       Form of Master Servicer Request for Release (Master Servicer No. 2)
D-2        Form of Special Servicer Request for Release
E          Form of Trustee Report
F-1A       Form I of Transferor Certificate for Transfers of Non-Registered
           Certificates
F-1B       Form II of Transferor Certificate for Transfers of Non-Registered
           Certificates
F-1C       Form I of Transferor Certificate for Transfers of Interests in
           Global Certificates for Classes of Non-Registered Certificates
F-1D       Form II of Transferor Certificate for Transfers of Interests in
           Global Certificates for Classes of Non-Registered Certificates
F-2A       Form I of Transferee Certificate for Transfers of Non-Registered
           Certificates Held in Physical Form
F-2B       Form II of Transferee Certificate for Transfers of Non-Registered
           Certificates Held in Physical Form
F-2C       Form I of Transferee Certificate for Transfers of Interests in
           Non-Registered Certificates Held in Book-Entry Form
F-2D       Form II of Transferee Certificate for Transfers of Interests in
           Non-Registered Certificates Held in Book-Entry Form
G-1        Form of Transferee Certificate in Connection with ERISA
           (Non-Registered Certificates and Non-Investment Grade Certificates
           Held in Fully-Registered, Certificated Form)
G-2        Form of Transferee Certificate in Connection with ERISA
           (Non-Registered Certificates Held in Book-Entry Form)
H-1        Form of Residual Transfer Affidavit and Agreement for Transfers of
           Class R and Class LR Certificates
H-2        Form of Transferor Certificate for Transfers of Class R and Class LR
           Certificates
I          Series 2007-C5 Directing Certificateholder's Reports Checklist
J          Form of Affidavit of Lost Note
K          Form of Notice Regarding Defeasance of Trust Mortgage Loan
L          Schedule of Reference Rates
M-1        Form of Depositor Certification to be Provided with Form 10-K
M-2        Form of Trustee Backup Certification
M-3A       Form of Master Servicer Backup Certification (Master Servicer No. 1)
M-3B       Form of Master Servicer Backup Certification (Master Servicer No. 2)
M-4        Form of Special Servicer Backup Certification
M-5        Form of Sub-Servicer Backup Certification
N          Schedule of Designated Sub-Servicers
O          Form of Custodial Certification
P          Trust Mortgage Loans Covered by Environmental Insurance Policy
Q          Class A-AB Targeted Principal Balance
R-1        Form of Information Request from Certificateholder or Certificate
           Owner
R-2        Form of Information Request from Prospective Investor
S          Schedule of Mortgage Loans with Holdbacks/Earnouts
T          Form of Acknowledgement of Proposed Special Servicer
U          Relevant Servicing Criteria
V          Additional Form 10-D Disclosure
W          Additional Form 10-K Disclosure
X          Form 8-K Disclosure
Y          Additional Notification Disclosure
Z          Broker Strip Loans
AA         Centerline Naming Convention

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of November 1, 2007, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as
Master Servicer No. 1, CAPMARK FINANCE INC., as Master Servicer No. 2,
CENTERLINE SERVICING, INC., as Special Servicer, and WELLS FARGO BANK, N.A., as
Trustee.

                             PRELIMINARY STATEMENT:

            Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to a
Mortgage Loan Purchase Agreement dated as of November 1, 2007 (as such may from
time to time hereafter be amended, modified, supplemented and/or restated, the
"Column Mortgage Loan Purchase Agreement"), between Column as seller and the
Depositor as purchaser, certain mortgage loans initially identified on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the "Column Trust
Mortgage Loans").

            KeyBank National Association (together with its successors in
interest, "KeyBank") has sold to the Depositor, pursuant to a Mortgage Loan
Purchase Agreement dated as of November 1, 2007 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "KeyBank
Mortgage Loan Purchase Agreement"), between KeyBank as seller and the Depositor
as purchaser, certain mortgage loans initially identified on the schedule
attached hereto as Exhibit B-2 (such mortgage loans, the "KeyBank Trust Mortgage
Loans").

            Capmark Finance Inc. (together with its successors in interest,
"Capmark") has sold to the Depositor, pursuant to a Mortgage Loan Purchase
Agreement dated as of November 1, 2007 (as such may from time to time hereafter
be amended, modified, supplemented and/or restated, the "Capmark Mortgage Loan
Purchase Agreement" and, together with the Column Mortgage Loan Purchase
Agreement and the KeyBank Mortgage Loan Purchase Agreement, the "Mortgage Loan
Purchase Agreements"), between Capmark as seller and the Depositor as purchaser,
certain mortgage loans initially identified on the schedule attached hereto as
Exhibit B-3 (such mortgage loans, the "Capmark Trust Mortgage Loans" and
together with the KeyBank Trust Mortgage Loans and the Capmark Trust Mortgage
Loans, the "Original Trust Mortgage Loans").

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

            Wells Fargo Bank, N.A. (together with its successors in interest,
"Wells Fargo") desires to act as "Trustee" hereunder; KeyCorp Real Estate
Capital Markets, Inc. ("KRECM") and Capmark desire to act as "Master Servicer
No. 1" and "Master Servicer No. 2," respectively, hereunder; and Centerline
Servicing, Inc. (together with its successors in interest, "Centerline") desires
to act as "Special Servicer" hereunder.

            As provided herein, the Trustee shall elect or shall cause an
election to be made that each Loan REMIC, REMIC I and REMIC II (each as defined
herein) be treated for federal income tax purposes as a "real estate mortgage
investment conduit" (a "REMIC"). The Excess Interest, the Excess Interest
Distribution Account, the Loan REMIC Residual Interests and the Loan REMIC
Residual Distribution Account shall not be assets of REMIC Pool 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 portions of the Trust Fund consisting of the (i) Excess Interest and the
Excess Interest Distribution Account and (ii) the Loan REMIC Residual Interests
and the Loan REMIC Residual Distribution Account, respectively. Additionally,
the Trust shall not include any B Loan, any Companion Loan, any interest of any
B Loan Holder or Companion Loan Holder or any interest of any B Loan Holder or
any Companion Loan Holder in any Mortgage Loan Combination Custodial Account.

            As provided herein, the Albers Mill Loan, proceeds thereof and any
related REO Property will be treated as a separate REMIC for federal income tax
purposes pursuant to the REMIC declaration dated as of September 27, 2007 (the
"Albers Mill REMIC Declaration"), and such REMIC will be designated the "Albers
Mill Loan REMIC." The Albers Mill Loan REMIC Regular Interest (as defined
herein) will evidence the "regular interest" in the Albers Mill Loan REMIC and
will be held as an asset of REMIC I. The sole class of "residual interests" in
the Albers Mill Loan REMIC created under the Albers Mill REMIC Declaration will
be the Albers Mill Loan REMIC Residual Interest and will be held in the Grantor
Trust and will be beneficially owned by the Class LR Certificates.

            As provided herein, the Hilton-Ontario Loan, proceeds thereof and
any related REO Property will be treated as a separate REMIC for federal income
tax purposes pursuant to the REMIC declaration dated as of September 27, 2007
(the "Hilton-Ontario REMIC Declaration" and together with the Albers Mill REMIC
Declaration, the "REMIC Declarations"), and such REMIC will be designated the
"Hilton-Ontario Loan REMIC," and together with the Albers Mill Loan REMIC, the
"Loan REMICs." The Hilton-Ontario Loan REMIC Regular Interest (as defined
herein) will evidence the "regular interest" in the Hilton-Ontario Loan REMIC
and will be held as an asset of REMIC I. The sole class of "residual interests"
in the Hilton-Ontario Loan REMIC created under the Hilton-Ontario REMIC
Declaration will be the Hilton-Ontario Loan REMIC Residual Interest (together
with the Albers Mill Loan REMIC Residual Interest, the "Loan REMIC Residual
Interests") and will be held in the Grantor Trust and will be beneficially owned
by the Class LR Certificates.

            The 60 Wall Street Total Loan consists of the 60 Wall Street Loan
and the 60 Wall Street Companion Loans. The 60 Wall Street Loan and the 60 Wall
Street Companion Loans are pari passu with each other. The 60 Wall Street Loan
is part of the Trust Fund. The 60 Wall Street Companion Loans are not part of
the Trust Fund. The 60 Wall Street Loan and the 60 Wall Street Companion Loans
will be serviced and administered in accordance with the 60 Wall Street
Servicing Agreement and the 60 Wall Street Intercreditor Agreement.

            The Trust Property that secures the Mortgage Loan identified as Loan
No. 15 on the Trust Mortgage Loan Schedule (the "Cornerstone Commerce Center
Loan"), also secures one separate mortgage loan to the same Borrower (referred
to herein as the "Cornerstone Commerce Center B Loan" and together with the
Cornerstone Commerce Center Loan, the "Cornerstone Commerce Center Total Loan"),
which is subordinate to the Cornerstone Commerce Center Loan. The Cornerstone
Commerce Center Total Loan will be serviced pursuant to this Agreement and the
Cornerstone Commerce Center Intercreditor Agreement, as and to the extent
provided herein.

            The Cornerstone Commerce Center B Loan shall initially be serviced
hereunder. The amounts attributable to the Cornerstone Commerce Center B Loan
will not be assets of the Trust Fund or the Trust REMICs and will be
beneficially owned by the Cornerstone Commerce Center B Loan Holder.

                                     REMIC I

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Trust Mortgage
Loans (exclusive of Broker Strip Interest, Excess Interest, the Albers Mill Loan
and the Hilton-Ontario Loan), any related REO Property, the Albers Mill Loan
REMIC Regular Interest, the Hilton-Ontario Loan REMIC Regular Interest and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I." The Class LA-1-1, Class LA-1-2, Class LA-2-1, Class LA-2-2, Class
LA-2-3, Class LA-2-4, Class LA-3, Class LA-4-1, Class LA-4-2, Class LA-4-3,
Class LA-4-4, Class LA-AB-1, Class LA-AB-2, Class LA-AB-3, Class LA-AB-4, Class
LA-M, Class LA-1-AM, Class LA-J, Class LA-1-AJ, 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 LB, Class LC, Class LD, Class LE, Class LF, Class LG,
Class LH, Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO, Class LP,
Class LQ and Class LS Uncertificated Interests (collectively, the
"Uncertificated REMIC I Interests"). The Class LR Certificates will evidence the
sole Class of "residual interests" in REMIC I.

                                    REMIC II

            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
REMIC I Interests and the proceeds thereof as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II."
The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class
A-M, Class A-1-AM, Class A-SP, Class A-X, Class A-J, Class A-1-AJ, 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 will
evidence "regular interests" in REMIC II created hereunder. The Class R
Certificates will evidence the sole Class of "residual interests" in REMIC II.
The following table sets forth the designation, the initial pass-through rate
(the "Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or notional balance ("Original Notional Balance"), as
applicable, and the initial ratings given each Class (as indicated below) by the
Rating Agencies (as defined herein) for each Class of certificates comprising
the interests in REMIC II created hereunder:

                                       Original Certificate
                                       Balance (or, in the
                                      case of the Class A-SP
                        Initial            or Class A-X
                    Per Annum Pass-   Certificates, Original  Initial Ratings(1)
Class Designation    Through Rate       Notional Balance)         S&P/Fitch
------------------ ----------------- ----------------------- -------------------
    Class A-1           5.0970%           $33,000,000              AAA/Aaa
    Class A-2           5.5890%          $315,000,000              AAA/Aaa
    Class A-3           5.6940%(2)       $161,000,000              AAA/Aaa
    Class A-AB          5.6200%(2)        $65,083,000              AAA/Aaa
    Class A-4           5.6950%(2)       $982,500,000              AAA/Aaa
   Class A-1-A          5.5710%(2)       $347,984,000              AAA/Aaa
    Class A-SP          0.4325%(3)     $2,172,710,000 (5)          AAA/Aaa
    Class A-X           0.0701%(4)     $2,720,810,685(5)           AAA/Aaa
    Class A-M           5.8690%(6)       $197,981,000              AAA/Aaa
   Class A-1-AM         5.8700%(6)        $74,100,000              AAA/Aaa
    Class A-J           6.1337%(6)       $153,463,000              AAA/Aaa
   Class A-1-AJ         6.1337%(6)        $57,400,000              AAA/Aaa
     Class B            6.1337%(6)        $23,807,000              AA+/AA+
     Class C            6.1337%(6)        $20,406,000               AA/AA
     Class D            6.1337%(6)        $34,010,000              AA-/AA-
     Class E            6.1337%(6)        $30,609,000               A+/A+
     Class F            6.1337%(6)        $13,604,000                A/A
     Class G            6.1337%(6)        $40,813,000               A-/A-
     Class H            6.1337%(6)        $20,406,000             BBB+/BBB+
     Class J            6.1337%(6)        $30,609,000              BBB/BBB
     Class K            6.1337%(6)        $23,807,000             BBB-/BBB-
     Class L            4.8570%           $10,203,000              BB+/BB+
     Class M            4.8570%           $10,203,000               BB/BB
     Class N            4.8570%           $10,203,000              BB-/BB-
     Class O            4.8570%           $17,005,000               B+/NR
     Class P            4.8570%            $3,401,000                B/NR
     Class Q            4.8570%           $10,203,000               B-/NR
     Class S            4.8570%           $34,010,000               NR/NR
     Class R             None                None(7)                NR/NR

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

(2)   The lesser of 5.6940%, 5.6200%, 5.6950%, 5.5710%, 5.8690%, 5.8700%,
      respectively, and the Weighted Average Net Mortgage Pass-Through Rate.

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

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

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

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

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

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

                                                                Corresponding
                        Corresponding                           Components of
                       Uncertificated                           Class A-X and
   Corresponding           REMIC I        Original REMIC I       Class A-SP
    Certificates       Interests(1)(2)    Principal Amount     Certificates(1)
------------------- -------------------- -------------------- -----------------
     Class A-1             LA-1-1            $3,584,000             A-1-1
                           LA-1-2            $29,416,000            A-1-2
     Class A-2             LA-2-1            $55,432,000            A-2-1
                           LA-2-2            $93,765,000            A-2-2
                           LA-2-3            $85,471,000            A-2-3
                           LA-2-4            $80,332,000            A-2-4
     Class A-3              LA-3            $161,000,000             A-3
     Class A-AB            LA-AB-1           $1,511,000            A-AB-1
                           LA-AB-2           $15,088,000           A-AB-2
                           LA-AB-3           $14,712,000           A-AB-3
                           LA-AB-4           $33,772,000           A-AB-4
     Class A-4             LA-4-1            $70,790,000            A-4-1
                           LA-4-2            $58,622,000            A-4-2
                           LA-4-3           $157,103,000            A-4-3
                           LA-4-4           $695,985,000            A-4-4
    Class A-1-A           LA-1-A-1            $354,000             A-1-A-1
                          LA-1-A-2           $17,705,000           A-1-A-2
                          LA-1-A-3           $18,568,000           A-1-A-3
                          LA-1-A-4          $180,040,000           A-1-A-4
                          LA-1-A-5          $129,060,000           A-1-A-5
                          LA-1-A-6           $13,855,000           A-1-A-6
                          LA-1-A-7           $68,007,000           A-1-A-7
                          LA-1-A-8           $82,395,000           A-1-A-8
     Class A-M              LA-M            $197,981,000             A-M
    Class A-1-AM           LA-1-AM           $74,100,000           A-1-AM
     Class A-J              LA-J            $153,463,000             A-J
    Class A-1-AJ           LA-1-AJ           $57,400,000           A-1-AJ
      Class B                LB              $23,807,000              B
      Class C                LC              $20,406,000              C
      Class D                LD              $34,010,000              D
      Class E                LE              $30,609,000              E
      Class F                LF              $13,604,000              F
      Class G                LG              $40,813,000              G
      Class H                LH              $20,406,000              H
      Class J                LJ              $30,609,000              J
      Class K                LK              $23,807,000              K
      Class L                LL              $10,203,000              L
      Class M                LM              $10,203,000              M
      Class N                LN              $10,203,000              N
      Class O                LO              $17,005,000              O
      Class P                LP              $3,401,000               P
      Class Q                LQ              $10,203,000              Q
      Class S                LS              $34,010,000              S

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

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

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

            The parties intend that the portion of the Trust Fund representing
the Excess Interest and the Excess Interest Distribution Account shall be
treated as a grantor trust under subpart E of Part I of subchapter J of Chapter
1 of Subtitle A of the Code ("Grantor Trust V"), 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.

            The parties intend that the portion of the Trust Fund representing
the Loan REMIC Residual Interests and the Loan REMIC Residual Interest
Distribution Account shall be treated as a grantor trust under subpart E of Part
I of subchapter J of Chapter 1 of Subtitle A of the Code ("Grantor Trust LR"),
and that the Class LR Certificates shall represent undivided beneficial
interests in the portion of the Trust Fund consisting of the Loan REMIC Residual
Interests and the Loan REMIC Residual Interest Distribution Account.

            As of the close of business on the Cut-off Date (as defined herein),
the Trust Mortgage Loans had an aggregate principal balance, after application
of all payments of principal due on or before such date, whether or not
received, equal to $2,720,810,685.

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

                                    ARTICLE I

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

            Section 1.01 Defined Terms

            Whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

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

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

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

            "450 Lexington Avenue Companion Loan": The mortgage loan that is
secured, on a pari passu basis, by the same Mortgage on the 450 Lexington Avenue
Property as the 450 Lexington Avenue Loan, has a Cut-off Date Principal Balance
of $110,000,000 and is evidenced by the Note designated "A-2 Note." The 450
Lexington Avenue Companion Loan is not a "Mortgage Loan" hereunder.

            "450 Lexington Avenue Companion Loan Holder": The holder of the 450
Lexington Avenue Companion Loan or any successor REO Mortgage Loan with respect
thereto.

            "450 Lexington Avenue Intercreditor Agreement": That certain 450
Lexington Avenue Intercreditor Agreement, dated as of November 7, 2007 between
Column Financial, Inc., as A-1 noteholder and Column Financial, Inc., as A-2
noteholder.

            "450 Lexington Avenue Loan": With respect to the 450 Lexington
Avenue Total Loan, the mortgage loan, with a Cut-off Date Principal Balance of
$200,000,000, that is included in the Trust Fund and secured by a Mortgage on
the 450 Lexington Avenue Property. The 450 Lexington Avenue Loan is a "Mortgage
Loan."

            "450 Lexington Avenue Property": The Mortgaged Property identified
on the Trust Mortgage Loan Schedule as "450 Lexington Avenue."

            "450 Lexington Avenue Total Loan": The aggregate indebtedness, with
an original principal amount of $310,000,000 that is secured by the related
Mortgage on the 450 Lexington Avenue Property. References herein to the 450
Lexington Avenue Total Loan shall be construed to refer to the aggregate
indebtedness under the 450 Lexington Avenue Loan and the 450 Lexington Avenue
Companion Loan.

            "60 Wall Street Companion Loans" shall mean the mortgage loans that
are secured, on a pari passu basis, by the same mortgage as the 60 Wall Street
property as the 60 Wall Street Loan, having an aggregate Cut-Off Date Principal
Balance of $795,000,000, and which are not included in the Trust.

            "60 Wall Street Intercreditor Agreement" shall mean that certain A
Notes Intercreditor Agreement, dated as of June 6, 2007 and as amended prior to
the date hereof, by and among the holders of the 60 Wall Street Loan and the 60
Wall Street Companion Loans, relating to the relative rights of such holders of
the 60 Wall Street Total Loan, as the same may be further amended in accordance
with the terms thereof.

            "60 Wall Street Loan" shall mean with respect to the 60 Wall Street
Total Loan, the Trust Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 5 on the Trust Mortgage Loan Schedule), and is pari passu in
right of payment with the 60 Wall Street Companion Loans as provided in the 60
Wall Street Intercreditor Agreement.

            "60 Wall Street Master Servicer" shall mean the master servicer of
the 60 Wall Street Total Loan under any 60 Wall Street Servicing Agreement.

            "60 Wall Street Servicing Agreement" shall mean any servicing
agreement (other than this Agreement) pursuant to which the 60 Wall Street Total
Loan and any related REO Property is to be serviced and/or administered, which,
as of the Closing Date, in accordance with the 60 Wall Street Intercreditor
Agreement, is the COMM 2007-C9 Commercial Mortgage Pass-Through Certificates,
Series 2007-C9 pooling and servicing agreement.

            "60 Wall Street Special Servicer" shall mean the special servicer of
the 60 Wall Street Total Loan under any 60 Wall Street Servicing Agreement.

            "60 Wall Street Total Loan" shall mean, collectively, the 60 Wall
Street Loan and the 60 Wall Street Companion Loan.

            "60 Wall Street Trustee" shall mean the trustee with respect to the
60 Wall Street Total Loan under any 60 Wall Street Servicing Agreement.

            "A Loan": The Cornerstone Commerce Center Loan, the 450 Lexington
Loan, the Princeton Loan and each CBA A Loan, each of which is subject to the
related Intercreditor Agreement.

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

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

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

            "Acquisition Date": With respect to any REO Property (other than REO
Property related to the 60 Wall Street Loan), the first day on which such REO
Property is considered to be acquired on behalf of the Trust Fund and the
applicable Loan REMIC or REMIC I and, if applicable, the related B Loan Holder
within the meaning of Treasury Regulations Section 1.856-6(b)(1), which is the
first day on which the applicable Loan REMIC or REMIC I is treated as the owner
of the Trust Fund's interest in such REO Property for federal income tax
purposes.

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

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

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

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

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

            "Additional Disclosure Notification": The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit Y.

            "Additional Form 10-D Disclosure": As defined in Section 12.06.

            "Additional Form 10-K Disclosure": As defined in Section 12.07.

            "Additional Servicer": Individually or collectively, (x) each
Affiliate of any party as described by Section 1108(a)(2)(ii) of Regulation AB
that Services any of the Trust Mortgage Loans and (y) each Person who is not an
Affiliate of any party as described by Section 1108(a)(2)(iii) of Regulation AB,
other than the Master Servicers, the Special Servicer and the Trustee, who
Services 10% or more of the Trust Mortgage Loans (calculated by Stated Principal
Balance).

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

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

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

            "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, and
any of the Trust's pro rata share of "Advance Interest" on any servicing advance
related to the 60 Wall Street Loan and paid pursuant to the 60 Wall Street
Servicing Agreement.

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

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

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

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

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

            "Albers Mill Loan": The Mortgage Loan identified on the Trust
Mortgage Loan Schedule as "Albers Mill."

            "Albers Mill Loan REMIC": The REMIC that was created pursuant to the
Albers Mill REMIC Declaration and that is constituted by the Albers Mill Loan,
collections thereon, any REO Property acquired in respect thereof and amounts
held from time to time in the Collection 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.

            "Albers Mill Loan REMIC Regular Interest": The uncertificated
regular interest in the Albers Mill Loan. The principal balance of the Albers
Mill Loan REMIC Regular Interest shall equal the outstanding Stated Principal
Balance of the Albers Mill Loan (or, if applicable, the deemed Stated Principal
Balance of any successor REO Mortgage Loan). Payments of principal, interest and
prepayment premiums received on or in respect of the Albers Mill Loan (or any
beneficial interest in any related Mortgaged Property) shall be deemed
distributable on the Albers Mill Loan REMIC Regular Interest, and other
collections of amounts received on or in respect of the Albers Mill Loan shall
be deemed distributable to the Trust Fund other than on the Albers Mill Loan
REMIC Regular Interest.

            "Albers Mill Loan REMIC Residual Interest": The sole class of
"residual interest" in the Albers Mill Loan REMIC, held in Grantor Trust LR and
represented by the Class LR Certificates.

            "Albers Mill REMIC Declaration": Has the meaning given such term in
the Preliminary Statement hereto.

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

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

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

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan (and for any A Loan, subject to the following paragraphs) as to
which an Appraisal Reduction Event has occurred, an amount calculated upon
receipt of an Appraisal or internal valuation, as applicable, and every 12
months thereafter by the Special Servicer as of (and reported to the applicable
Master Servicer and the Trustee no later than) the related Determination Date
equal to the excess, if any, of (1) the Stated Principal Balance of the subject
Mortgage Loan over (2) the excess, if any, of (i) the sum of (A) 90% of the
Appraised Value of the related Mortgaged Property as determined (I) with respect
to any Mortgage Loan with an outstanding principal balance equal to or greater
than $2,000,000, by an Appraisal (or an update of a prior Appraisal) (the costs
of which shall be paid by the applicable Master Servicer as a Servicing Advance)
or (II) with respect to any Mortgage Loan with an outstanding principal balance
less than $2,000,000, by an Appraisal (or an update of a prior Appraisal) (the
costs of which shall be paid by the applicable Master Servicer as a Servicing
Advance) or an internal valuation performed by the Special Servicer, plus (B)
any letter of credit, reserve, escrow or similar amount held by the applicable
Master Servicer which may be applied to payments on the subject Mortgage Loan,
over (ii) the sum of (X) to the extent not previously advanced by the applicable
Master Servicer or the Trustee, all unpaid interest on the subject Mortgage Loan
at a per annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in
respect of the subject Mortgage Loan, together with interest thereon at the
Reimbursement Rate, and (Z) all currently due and unpaid real estate taxes and
assessments, Insurance Policy premiums, ground rents and all other amounts due
and unpaid with respect to the subject Mortgage Loan (which taxes, assessments,
premiums, ground rents and other amounts have not been subject to an Advance by
the applicable Master Servicer or the Trustee and/or for which funds have not
been escrowed); provided that, if neither a required Appraisal has been obtained
nor an internal valuation is completed within the period required under Section
3.19(c) with respect to the subject Mortgage Loan, then until such Appraisal is
obtained or such internal valuation is completed, as the case may be, in
accordance with Section 3.19(c), the subject Appraisal Reduction Amount shall be
equal to 25% of the Stated Principal Balance of the subject Mortgage Loan as of
the date of the related Appraisal Reduction Event; and provided, further, that
if the related Mortgaged Property has become an REO Property, then the above
references to "Mortgage Loan" in this definition shall mean the related REO
Mortgage Loan. For the avoidance of doubt, any Mortgaged Property released from
the lien of the Mortgage in connection with a defeasance and Defeasance
Collateral will not be included for purposes of calculating the Appraised Value
of the related Mortgaged Property or the Appraisal Reduction Amount.

            In the case of the 450 Lexington Avenue Loan (or any successor REO
Mortgage Loan with respect thereto), any Appraisal Reduction Amount will be
calculated in respect of the 450 Lexington Avenue Total Loan (or any successor
REO Mortgage Loans with respect thereto), as if it was a single Mortgage Loan
(or single REO Mortgage Loan), and any Appraisal Reduction Amount shall be
allocated pro rata to the 450 Lexington Avenue Loan (or any successor REO
Mortgage Loan with respect thereto) and the 450 Lexington Avenue Companion Loan.

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

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

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

            Appraisal Reduction Amounts with respect to the 60 Wall Street Loan
shall be determined in an analogous manner based on information provided by the
60 Wall Street Servicer.

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

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

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

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

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

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

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

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

            "Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment (and any successor REO Mortgage Loan with respect thereto as to which
the Balloon Payment would have been past due), an amount equal to the sum of:
(a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due (and, if applicable, assuming the
related Mortgaged Property had not become an REO Property), after giving effect
to any modification of such Mortgage Loan; and (b) one month's interest on the
Stated Principal Balance of such Mortgage Loan (or REO Mortgage Loan)
immediately prior to the related Distribution Date (or, in the case of a B Loan
or Companion Loan, or any successor REO B Loan or REO Companion Loan,
respectively, with respect thereto, the outstanding principal balance thereof
during the corresponding Mortgage Interest Accrual 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 Serviced Loan
Combination shall be calculated solely by reference to the terms of such
Serviced Loan Combination (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 Special Servicer pursuant to the terms hereof) and without
regard to the remittance provisions of the related Intercreditor Agreement. For
any Collection Period and any REO Mortgage Loan that is not delinquent in
respect of its Balloon Payment, an amount equal to the sum of: (a) the principal
portion of the Monthly Payment that would have been due on the related Mortgage
Loan on the related Due Date based on the original amortization schedule thereof
(as calculated with interest at the related Mortgage Rate, less any applicable
Excess Rate), if applicable, assuming the related Mortgaged Property had not
become an REO Property, after giving effect to any modification of the related
Mortgage Loan; and (b) one month's interest on the Stated Principal Balance of
such REO Mortgage Loan immediately prior to the related Distribution Date (or,
in the case of an REO B Loan or REO Companion Loan, the outstanding principal
balance thereof during the corresponding Mortgage Interest Accrual Period) at
the applicable Mortgage Rate (less any applicable Excess Rate). With respect to
the 60 Wall Street Loan, the Assumed Scheduled Payment shall be determined by
the 60 Wall Street Servicer under and in accordance with the 60 Wall Street
Servicing Agreement.

            "Authenticating Agent": Any authenticating agent appointed by the
Trustee pursuant to Section 3.31.

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

            (a) the aggregate amount received on or with respect to the Mortgage
      Pool (including amounts received with respect to the 60 Wall Street Loan
      from the 60 Wall Street Master Servicer pursuant to the 60 Wall Street
      Intercreditor Agreement) and on deposit in each Collection Account as of
      the close of business on the related Determination Date, exclusive of the
      following amounts (without duplication):

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

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

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

                  (iv) all Yield Maintenance Charges actually collected or
            recovered pursuant to Section 1.03;

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

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

                  (vii) if such Distribution Date occurs in February of 2008 or
            any year thereafter or in January of 2008 or any year thereafter
            that is not a leap year, the Withheld Amounts in respect of the
            Interest Reserve Loans that are to be deposited in the Interest
            Reserve Account on such Distribution Date and held for future
            distribution pursuant to Section 3.28;

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

                  (ix) Excess Interest; and

                  (x) Excess Liquidation Proceeds;

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

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

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

            (e) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date;

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

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

            "B Loan": With respect to each of the Cornerstone Commerce Center
Loan, the Princeton Loan and each CBA A/B Mortgage Loan Combination the other
mortgage loan that (i) is not included in the Trust Fund, (ii) is subordinate in
right of payment to such A Loan to the extent set forth in the related
Intercreditor Agreement, and (iii) is secured by the same Mortgage on the same
Mortgaged Property as such A Loan.

            "B Loan Holder": With respect to (i) the Cornerstone Commerce Center
B Loan, the Cornerstone Commerce Center B Loan Holder, (ii) the Princeton B
Loan, the Princeton B Loan Holder, and (iii) any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and assigns, as the holder of such B
Loan.

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

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

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

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

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-1-AM, Class A-J, Class A-1-AJ, 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 and (b) whose denominator is the amount, if
any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds (ii) the Yield
Rate (as provided by the applicable Master Servicer) used in calculating the
Yield Maintenance Charge with respect to such Principal Prepayment; provided,
however, that if such Yield Rate is greater than or equal to the lesser of (x)
the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described
in clause (a)(i) above, then the Base Interest Fraction shall be zero.

            "Base Prospectus": That certain prospectus dated November 1, 2007,
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

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

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

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

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

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

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

            "Broker Strip Loans": The Loans listed on Exhibit K hereto.

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

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

            "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, a Master Servicer or the Special Servicer is
located and is authorized or obligated by law or executive order to remain
closed.

            "Capmark": Capmark Finance Inc.

            "Capmark Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement hereto.

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

            "Cash Collateral Account": With respect to any Mortgage Loan that
has a Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller's interest in such Mortgage Loan. Any Cash Collateral
Account shall be beneficially owned for federal income tax purposes by the
Person who is entitled to receive all reinvestment income or gain thereon in
accordance with the terms and provisions of the related Mortgage Loan and
Section 3.06, which Person shall, if required under the Code, be taxed on all
reinvestment income or gain thereon. The applicable Master Servicer shall be
permitted to make withdrawals therefrom solely for deposit into the 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 Mortgage Loan Documents, each such Cash Collateral Account
shall be an Eligible Account and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to cause Borrowers
to change the location of any Cash Collateral Account that is not an Eligible
Account.

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

            "CBA A Loan": The Mortgage Loans identified on Exhibit B-1 hereto as
Breton Mill Apartments, Champion Oaks Apartments, Durango Town Center, Laurel
Avenue Development, Mustang Crossing, Savannah Trails Apartments, Palazzo
Shopping Center, Camelot Apartments, Crystal Street Apartments, Westlake
Commons, Masonic Temple Building, Cedar Ridge Crossing, Megan & Coleman Court
Apartments and Mallard Place, each of which is senior in right of payment to the
related CBA B Loan, to the extent set forth in the related CBA A/B Intercreditor
Agreement.

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

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

            "CBA A/B Mortgage Loan Combination": Each of the CBA A Loans
together with the related CBA B Loan.

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

            "Centerline": Centerline Servicing, Inc., and its successors in
interest.

            "Centerline Naming Convention": The naming convention for electronic
delivery set for on Exhibit AA hereto."

            "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 2007-C5, as executed by the Certificate
Registrar and authenticated and delivered hereunder by the Authenticating Agent.

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

            "Certificate Notional Amount": With respect to any Class A-SP
Certificate or Class A-X 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-SP
Notional Amount or the Class A-X Notional Amount, respectively.

            "Certificate Owner": With respect to any Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

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

            "Certificate Registrar": Wells Fargo, in its capacity as certificate
registrar, or any successor certificate registrar appointed as herein provided.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R or Class
LR Certificate for any purpose hereof; and (ii) solely for purposes of giving
any consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of the
Depositor, a Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such (other than any consent, approval or waiver
contemplated by any of Sections 3.21, 3.32 and 7.01(c) or by the Series 2007-C5
Directing Certificateholder in its capacity as such), any Certificate registered
in the name of such party or in the name of any Affiliate thereof shall be
deemed not to be outstanding, and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval or waiver that
specifically relates to such party has been obtained. The Certificate Registrar
shall be entitled to request and conclusively rely upon a certificate of the
Depositor, a Master Servicer or the Special Servicer in determining whether a
Certificate is registered in the name of an Affiliate of such Person. All
references herein to "Certificateholders" or "Holders" shall reflect the rights
of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise
specified herein), it being herein acknowledged and agreed that the parties
hereto shall be required to recognize as a "Certificateholder" or "Holder" only
the Person in whose name a Certificate is registered in the Certificate
Register.

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

            "Certification Parties": As defined in Section 12.08.

            "Certifying Person": As defined in Section 12.08.

            "Certifying Servicer": As defined in Section 12.11.

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

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

            "Class A-1 Pass-Through Rate": 5.0970% per annum.

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

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

            "Class A-1-A Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5710% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-1-AJ Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

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

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

            "Class A-2 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 5.5890%.

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

            "Class A-3 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6940% 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-2 hereto.

            "Class A-4 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6950% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

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

            "Class A-AB Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.6200% 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 Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-J/A-1-AJ Principal Distribution Cross-Over Date" shall mean
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, Class
A-1-A, A-M, A-1-AM, A-J and A-1-AJ 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 Senior Certificates and the Class A-M, Class A-1-AM,
Class A-J and Class A-1-AJ Certificates on such Distribution Date pursuant to
Section 4.01(a) have been so made.

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

            "Class A-M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.8690% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class A-M/A-1-AM Principal Distribution Cross-Over Date" shall mean
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, Class
A-1-A, A-M and A-1-AM 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 Senior Certificates and the Class A-M and Class A-1-AM Certificates
on such Distribution Date pursuant to Section 4.01(a) have been so made.

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

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

            "Class A-SP Component": Each of Component LA-1-2, Component LA-2-1,
Component LA-2-2, Component LA-2-3, Component LA-2-4, Component LA-3, Component
LA-4-1, Component LA-4-2, Component LA-4-3, Component LA-4-4, Component LA-AB-1,
Component LA-AB-2, Component LA-AB-3, Component LA-AB-4, Component LA-M,
Component LA-1-AM and each Class A-1-A Component (other than Component A-1-A-1).

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

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

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

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

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

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

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

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

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

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

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

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

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, 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 Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

            "Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

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

            "Class Q Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

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

            "Class S Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.8570%.

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

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

            "Closing Date": November 14, 2007.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, then "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 applicable Master Servicer and reasonably acceptable to the Trustee, the
Special Servicer and the Series 2007-C5 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, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Advance Recovery Report" available as of the Closing Date on the
CMSA Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

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

            "CMSA Collateral Summary File": A data file 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,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Collateral Summary File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicers, the Special Servicer, the Trustee and the Paying Agent.

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

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

            "CMSA Financial File": A data file 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, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Financial File" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

            "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,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Report" available as of
the Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicers, the Special Servicer, the Trustee and the Paying Agent.

            "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,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the Closing Date on the CMSA Website, as
is reasonably acceptable to the Master Servicers, the Special Servicer, the
Trustee and the Paying Agent.

            "CMSA Investor Reporting Package": Collectively:

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

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

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

            "CMSA Loan Periodic Update File": A monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Loan Periodic Update File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Loan Periodic Update File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicers, the Special Servicer, the Trustee and the Paying Agent.

            "CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Mortgage
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Loan Setup File" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

            "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, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

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

            "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, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Property File" available as of the Closing Date on the CMSA Website, as is
reasonably acceptable to the Master Servicers, the Special Servicer, the Trustee
and the Paying Agent.

            "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, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Realized Loss Report" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

            "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, and insofar as
it requires the presentation of information in addition to that called for by
the form of the "Reconciliation of Funds" available as of the Closing Date on
the CMSA Website, as is reasonably acceptable to the Master Servicers, the
Special Servicer, the Trustee and the Paying Agent.

            "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, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicers, the Special
Servicer, the Trustee and the Paying Agent.

            "CMSA Servicer Watch List": A report substantially in the form of,
and containing the information called for in, the downloadable form of "Servicer
Watch List" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
as is reasonably acceptable to the Master Servicers, the Special Servicer, the
Trustee and the Paying Agent.

            "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,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Special Servicer Loan File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicers, the Special Servicer, the Trustee and the Paying Agent.

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

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

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by the
applicable Master Servicer or any Sub-Servicer on behalf of the applicable
Master Servicer pursuant to Section 3.04(a) in the name of the Trustee on behalf
of the Certificateholders and the Serviced Loan Combination Holders, into which
the amounts set forth in Section 3.04(a) shall be deposited directly, which,
subject to Section 3.04(h), shall be entitled substantially as follows: "KeyCorp
Real Estate Capital Markets, Inc. or Capmark Finance Inc., as applicable [or the
name of any successor Master Servicer], in trust for Wells Fargo Bank, N.A., as
Trustee, on behalf of Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5, Collection
Account." The Collection Account shall be an Eligible Account (or, subject to
Section 3.04(h), a sub-account of an Eligible Account) and, except for the
Excess Interest and Broker Strip Interest held therein, shall be part of REMIC I
(except with respect to collections on the Albers Mill Loan and Hilton-Ontario
Loan, which shall be part of the related Loan REMIC).

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

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

            "Commission": The Securities and Exchange Commission.

            "Companion Loan": The 450 Lexington Avenue Companion Loan.

            "Companion Loan Holder": The 450 Lexington Avenue Companion Loan
Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Component B": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LB Uncertificated Interest as of any date of
determination.

            "Component C": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LC Uncertificated Interest as of any date of
determination.

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



Class A-SP Component                           Component Crossover Date
--------------------------------------------   ---------------------------------
Components A-1-2 and A-1-A-2                   November 2008 Distribution Date

Components A-1-A-3 and A-2-1                   November 2009 Distribution Date

Components A-2-2 and A-1-A-4                   November 2010 Distribution Date

Components A-2-3, A-AB-1, A-4-1, A-1-A-5       November 2011 Distribution Date

Components A-2-4, A-AB-2, A-4-2, A-1-A-6       November 2012 Distribution Date

Components A-AB-3, A-4-3, A-1-A-7              November 2013 Distribution Date

Components A-AB-4, A-4-4 and A-1-A-8           November 2014 Distribution Date

            "Component D": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LD Uncertificated Interest as of any date of
determination.

            "Component E": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LE Uncertificated Interest as of any date of
determination.

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

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

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

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

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

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

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

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

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

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

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

            "Component Q": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LQ Uncertificated Interest as of any date of
determination.

            "Component S": One of the forty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LS Uncertificated Interest as of any date of
determination.

            "Confidential Offering Circular": The final Confidential Offering
Circular dated November 1, 2007, relating to certain Classes of the
Non-Registered Certificates delivered by the Depositor to Credit Suisse as of
the Closing Date.

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

            "Cornerstone Commerce Center B Loan": The mortgage loan that is
secured, on a subordinate basis, by the same Mortgage on the Cornerstone
Commerce Center Property as the Cornerstone Commerce Center Loan, has a Cut-off
Date Principal Balance of $4,100,000 and is evidenced by the Note designated
"Note B."

            "Cornerstone Commerce Center B Loan Holder": The holder of the
Cornerstone Commerce Center B Loan or any successor REO Mortgage Loan with
respect thereto.

            "Cornerstone Commerce Center Control Appraisal Event": As defined in
the Cornerstone Commerce Center Intercreditor Agreement.

            "Cornerstone Commerce Center Cure Event": A "Cure Event" as defined
under the Cornerstone Commerce Center Intercreditor Agreement.

            "Cornerstone Commerce Center Cure Payment": A "Cure Payment" under
the Cornerstone Commerce Center Intercreditor Agreement.

            "Cornerstone Commerce Center Intercreditor Agreement": That certain
co-lender agreement, dated as of October 18, 2007, by and between Capmark Bank,
as note A lender, and Capmark Bank, as note B lender, as from time to time
amended, supplemented or modified.

            "Cornerstone Commerce Center Loan": With respect to the Cornerstone
Commerce Center Total Loan, the mortgage loan, with a Cut-off Date Principal
Balance of $36,900,000, that is included in the Trust Fund and secured by a
Mortgage on the Cornerstone Commerce Center Property. The Cornerstone Commerce
Center Loan is a "Mortgage Loan."

            "Cornerstone Commerce Center Property": The Mortgaged Property
identified on the Trust Mortgage Loan Schedule as "Cornerstone Commerce Center."

            "Cornerstone Commerce Center Total Loan": The aggregate
indebtedness, with an original principal amount of $41,000,000 that is secured
by the related Mortgage on the Cornerstone Commerce Center Property. References
herein to the Cornerstone Commerce Center Total Loan shall be construed to refer
to the aggregate indebtedness under the Cornerstone Commerce Center Loan and the
Cornerstone Commerce Center B Loan.

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, Attention: Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C5.

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

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

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

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

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

            "Credit Suisse": Credit Suisse Securities (USA) LLC or its successor
in interest.

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

            "Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Trust Mortgage Loan. For
the avoidance of doubt, no Trust Mortgage Loan which is part of a Serviced Loan
Combination shall be deemed a Crossed Trust Mortgage Loan under this Agreement.

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

            "Cure Event": Any Cornerstone Commerce Center Cure Event or the
exercise by any holder of a CBA B Loan of the cure rights, if any, set forth in
the related Intercreditor Agreement, in each case in accordance with the
applicable Intercreditor Agreement.

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

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

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Trust Mortgage Loans in November 2007.

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

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

            "Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), any amounts collected
thereon, other than late payment charges or Yield Maintenance Charges, that
represent interest in excess of interest accrued on the principal balance of
such Trust Mortgage Loan (or REO Mortgage Loan) at the related Mortgage Rate,
such excess interest arising out of a default under such Mortgage Loan; provided
that, in the case of the 60 Wall Street Loan or any related REO Mortgage Loan,
"Default Interest" shall be limited to only such amounts of the type described
above in this definition as are remitted to the applicable Master Servicer on
behalf of the Trust under the 60 Wall Street Servicing Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

            "Directly Operate": With respect to any REO Property (other than REO
Property related to the 60 Wall Street Loan), 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 the 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 the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

            "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 applicable Master
Servicer or the Trustee based upon an Opinion of Counsel provided to the Trustee
(which shall not be an expense of the Trustee) to the effect that the holding of
an Ownership Interest in a Residual Certificate by such Person may cause any
REMIC Pool to qualify as a REMIC or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Residual Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.

            "Distribution Account": The account, accounts or, subject to Section
3.04(h), sub-accounts created and maintained by the Trustee, pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to Section 3.04(h),
shall be entitled "Wells Fargo Bank, N.A., as Trustee, for the benefit of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C5, Distribution Account." The
Distribution Account shall be an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible Account.

            "Distribution Date": With respect to any calendar month, commencing
in December 2007, the fourth Business Day following the Determination Date in
such month.

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

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

            "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 "A-" if the short-term debt
obligations thereof 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 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 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 has corporate trust powers, acting
in its fiduciary capacity; provided that any state-chartered depository
institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. ss. 9.10(b) or (iii) an account or accounts
maintained with KeyBank National Association so long as KeyBank National
Association has a long-term unsecured debt rating of at least "A-" from Fitch
and "A" from S&P and a short-term rating of at least "F-1" from Fitch and "A-1"
from S&P or (iv) such other account or accounts with respect to which each of
the Rating Agencies shall have confirmed in writing that the then-current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified (as applicable), downgraded or withdrawn by
reason thereof. Eligible Accounts may bear interest. No Eligible Account shall
be evidenced by a certificate of deposit, passbook or other similar instrument.

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

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

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

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

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

            "Excess Interest Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5, Excess
Interest Distribution Account," and which shall be an Eligible Account or,
subject to Section 3.04(h), a subaccount of an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of any REMIC Pool.

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

            "Excess Liquidation Proceeds Account": The account, accounts or,
subject to Section 3.04(h), sub-account created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as Trustee, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C5, Excess Liquidation Proceeds
Account," and which shall be an Eligible Account or, subject to Section 3.04(h),
a subaccount of an Eligible Account. The Excess Liquidation Proceeds Account
shall be an asset of REMIC I.

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

            "Excess Servicing Strip": The excess of the Master Servicing Fee
Rate over 0.01% (1 basis point) per annum, subject to reduction by the Trustee
pursuant to Section 3.11(a).

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

            "Exchange Act Reports": All Current Reports on Form 8-K and Annual
Reports on Form 10-K that are to be filed with the Commission with respect to
the Trust as contemplated by Sections 12.07 and Section 12.09.

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

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

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

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

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

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

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property (or in the
case of the 60 Wall Street Loan, by the 60 Wall Street Special Servicer under
the 60 Wall Street Servicing Agreement) 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.

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

            "Form 8-K Disclosure Information": As defined in Section 12.09.

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

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

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

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

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

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

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

            "Group B Loan" shall mean any Mortgage Loan identified on the Trust
Mortgage Loan Schedule as belonging to Servicing Group B, together with any
other Mortgage 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 those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations, and specifically including asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon gas, petroleum and petroleum
products, urea formaldehyde and any substances classified as being "in
inventory," "usable work in process" or similar classification which would, if
classified as unusable, be included in the foregoing definition.

            "Hilton-Ontario Loan": The Mortgage Loan identified on the Trust
Mortgage Loan Schedule as "Hilton-Ontario."

            "Hilton-Ontario Loan REMIC": The REMIC that was created pursuant to
the Hilton-Ontario REMIC Declaration and that is constituted by the
Hilton-Ontario Loan, collections thereon, any REO Property acquired in respect
thereof and amounts held from time to time in the Collection 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.

            "Hilton-Ontario Loan REMIC Regular Interest": The uncertificated
regular interest in the Hilton-Ontario Loan. The principal balance of the
Hilton-Ontario Loan REMIC Regular Interest shall equal the outstanding Stated
Principal Balance of the Hilton-Ontario Loan (or, if applicable, the deemed
Stated Principal Balance of any successor REO Mortgage Loan). Payments of
principal, interest and prepayment premiums received on or in respect of the
Hilton-Ontario Loan (or any beneficial interest in any related Mortgaged
Property) shall be deemed distributable on the Hilton-Ontario Loan REMIC Regular
Interest, and other collections of amounts received on or in respect of the
Hilton-Ontario Loan shall be deemed distributable to the Trust Fund other than
on the Hilton-Ontario Loan REMIC Regular Interest.

            "Hilton-Ontario Loan REMIC Residual Interest": The sole class of
"residual interest" in the Hilton-Ontario Loan REMIC, represented by the Class
LR Certificates.

            "Hilton-Ontario REMIC Declaration": Has the meaning given such term
in the Preliminary Statement hereto.

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

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, each Junior Loan
Holder, the Companion Loan Holder, each Master Servicer, the 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, the Companion Loan Holder, either
Master Servicer, the Special Servicer or any Affiliate thereof and (iii) is not
connected with the Depositor, any Junior Loan Holder, the Companion Loan Holder,
either Master Servicer, the Special Servicer or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, any Junior Loan Holder, the Companion Loan
Holder, either Master Servicer, the 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, any
Junior Loan Holder, the Companion Loan Holder, such Master Servicer, the Special
Servicer, the Trustee or any Affiliate thereof, as the case may be, provided
such ownership constitutes less than 1% 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, either 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 the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
(at the expense of the party seeking to be deemed an Independent Contractor) has
been delivered to the Trustee to that effect), or (ii) any other Person
(including each Master Servicer and the Special Servicer) 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
(5) years, (i) a direct or indirect legal or beneficial owner in such entity or
any of its affiliates, (ii) a creditor, supplier, employee, officer, director,
manager or contractor of such entity or any of its affiliates, (iii) a person
who controls such entity or any of its affiliates, or (iv) a member of the
immediate family of a person defined in (i), (ii) or (iii) above.

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

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

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

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

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection, including attorney's fees and expenses) paid under any Insurance
Policy or in connection with the full or partial condemnation (or threatened
condemnation) of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard; provided that, in the case of the 60 Wall Street Loan or any 60 Wall
Street REO Property, "Insurance and Condemnation Proceeds" shall be limited to
only such proceeds as are remitted to the applicable Master Servicer on behalf
of the Trust under the 60 Wall Street Servicing Agreement.

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

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

            "Intercreditor Agreement": The 450 Lexington Avenue Intercreditor
Agreement, the Cornerstone Commerce Center Intercreditor Agreement, the
Princeton Intercreditor Agreement, each CBA A/B Intercreditor Agreement and/or
the 60 Wall Street Intercreditor Agreement, individually or collectively, as the
case may be.

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

            "Interest Only Certificates": The Class A-SP Certificates and Class
A-X Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(h), sub-account created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(h), shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C5, Interest Reserve
Account," and which shall be an Eligible Account or, subject to Section 3.04(h),
a sub-account of an Eligible Account.

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

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

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

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

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

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

            "Junior Loan": The Cornerstone Commerce Center B Loan, the Princeton
B Loan and the CBA B Loans, each of which is subordinate in right of payment to
the related A Loan.

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

            "KeyBank": KeyBank National Association.

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

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

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

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

            "Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery Determination with respect to such
Mortgage Loan or REO Property; (iii) in the case of a Trust Mortgage Loan, the
repurchase or replacement of such Trust Mortgage Loan by the related Mortgage
Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or by the Performance Guarantor pursuant to the Performance Guarantee;
(iv) in the case of a Defaulted Trust Mortgage Loan, the purchase of such Trust
Mortgage Loan by the Series 2007-C5 Directing Certificateholder or the Special
Servicer or any assignee or Affiliate of either of the foregoing pursuant to
Section 3.18; (v) in the case of the Cornerstone Commerce Center Total Loan, the
purchase of the related A Loan by the related B Loan Holder pursuant to the
related Intercreditor Agreement; (vi) in the case of any CBA A/B Mortgage Loan
Combination, the purchase of the related CBA A Loan by the related B Loan Holder
pursuant to the related CBA A/B Intercreditor Agreement; (vii) the purchase of
such Mortgage Loan by a related Mezzanine Loan Holder; (viii) the sale or other
liquidation of such REO Property hereunder; or (ix) the purchase of such
Mortgage Loan (if it is a Trust Mortgage Loan) or REO Property by the Holders of
more than 50% of the Percentage Interests in the Controlling Class, the Special
Servicer or the applicable Master Servicer pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property (including legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to any Trust Mortgage Loan repurchased by the applicable Mortgage Loan
Seller (or guarantor) after the Initial Resolution Period as described in
Section 2.03 or any Specially Serviced Mortgage Loan or REO Mortgage Loan as to
which the Special Servicer receives a full, partial or discounted payoff with
respect thereto from the related Borrower or Mortgage Loan Seller (or guarantor)
or any Liquidation Proceeds with respect thereto, all as provided in Section
3.11(b).

            "Liquidation Fee Rate": 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the applicable Master
Servicer or Special Servicer, in connection with: (i) the liquidation of a
Mortgaged Property or other collateral constituting security for a defaulted
Mortgage Loan through trustee's sale, foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof required to be released to the
related Borrower; (ii) the realization upon any deficiency judgment obtained
against a Borrower; (iii) the purchase of a Defaulted Trust Mortgage Loan by the
Series 2007-C5 Directing Certificateholder or the Special Servicer or any
assignee or Affiliate of either of the foregoing pursuant to Section 3.18; (iv)
the repurchase or replacement of a Trust Mortgage Loan by any Mortgage Loan
Seller pursuant to Section 7 of the related Mortgage Loan Purchase Agreement or,
in the case of a Column Trust Mortgage Loan, by the Column Performance Guarantor
pursuant to the Column Performance Guarantee; (v) the purchase of the
Cornerstone Commerce Center A Loan by the related B Loan Holder pursuant to the
related Intercreditor Agreement, (vi) the purchase of a CBA A Loan by the
related B Loan Holder pursuant to the related Intercreditor Agreement; (vii) the
purchase of any Mortgage Loan by a related Mezzanine Loan Holder; or (viii) the
purchase of all Trust Mortgage Loans and REO Properties by Holders of more than
50% of the Percentage Interests in the Controlling Class, the Special Servicer
or the applicable Master Servicer pursuant to Section 9.01. In the case of the
60 Wall Street Loan or any related REO Property, "Liquidation Proceeds" shall be
limited to only such proceeds of the type described in clauses (i) through (iv)
and (vii) of this definition as are remitted to the applicable Master Servicer
on behalf of the Trust under the 60 Wall Street Servicing Agreement.

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

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

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

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

            "Loan REMIC Regular Interests": The Albers Mill Loan REMIC Regular
Interest and the Hilton-Ontario Loan REMIC Regular Interest, collectively.

            "Loan REMIC Residual Distribution Account": The account, accounts
or, subject to Section 3.04(h), subaccount created and maintained by the
Trustee, which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank,
N.A., as Trustee, in trust for Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
Loan REMIC Residual Distribution Account," and which shall be an Eligible
Account or, subject to Section 3.04(h), a subaccount of an Eligible Account. The
Loan REMIC Residual Distribution Account shall be an asset of the Grantor Trust
LR and not be an asset of any REMIC Pool.

            "Loan REMIC Residual Interests": The Albers Mill Loan REMIC Residual
Interest and the Hilton-Ontario Loan REMIC Residual Interest, collectively.

            "Loan REMICs": The Albers Mill Loan REMIC and the Hilton-Ontario
Loan REMIC, collectively.

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

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

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Mortgage Loan
to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned
for federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan and Section 3.06, which Person shall, if required
under the Code, be taxed on all reinvestment income or gain thereon. The
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 Mortgage Loan, the
lock-box agreement, if any, between the applicable Mortgage Loan Originator or
the applicable Mortgage Loan Seller and the related Borrower, pursuant to which
the related Lock-Box Account may have been established.

            "MAI": Member of the Appraisal Institute.

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

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

            "Master Servicer": shall mean (i) with respect to the Group A Loans
and any related REO Properties hereunder, Master Servicer No. 1 and (ii) with
respect to the Group B Loans and any related REO Properties hereunder, Master
Servicer No. 2.

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

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

            "Master Servicer No. 1" shall mean KRECM, in its capacity as master
servicer with respect to the Group A Loans and any related REO Properties
hereunder, or any successor master servicer appointed as provided herein with
respect to the Group A Loans and any related REO Properties.

            "Master Servicer No. 2" shall mean Capmark, 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.

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

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

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

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

            "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Note or
(iii) any modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the applicable Master Servicer or the Special Servicer pursuant to
Section 3.20 occurring prior to such date of determination.

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

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

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

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

            "Monthly Payment": With respect to any Trust Mortgage Loan (other
than any REO Mortgage Loan) and any Due Date, the scheduled monthly payment of
principal, if any, and interest at the Mortgage Rate, excluding any Balloon
Payment or Excess Interest, which is payable by the related Borrower on such Due
Date under the related Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Borrower or by reason of a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the applicable Master Servicer or the Special
Servicer pursuant to Section 3.20 (or, in the case of the 60 Wall Street Loan,
agreed to by the 60 Wall Street Master Servicer or 60 Wall Street Special
Servicer under the 60 Wall Street Servicing Agreement)), without regard to any
acceleration of principal of such Trust Mortgage Loan by reason of a default
thereunder. With respect to an REO Trust Mortgage Loan, the monthly payment,
excluding any Balloon Payment or Excess Interest, that would otherwise have been
payable on the related Due Date had the related Note not been discharged,
determined as set forth in the preceding sentence and on the assumption that all
other amounts, if any, due thereunder are paid when due.

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

            "Mortgage File": With respect to any Trust Mortgage Loan (other than
the 60 Wall Street Loan), the following documents:

                  (i) the original Note (or a lost note affidavit and
            indemnity), bearing, or accompanied by, all prior and intervening
            endorsements or assignments showing a complete chain of endorsement,
            assignment or allonge from the applicable Mortgage Loan Originator
            either in blank or to the Mortgage Loan Seller, and further endorsed
            (at the direction of the Depositor given pursuant to the Mortgage
            Loan Purchase Agreement) by the Mortgage Loan Seller, on its face or
            by allonge attached thereto, without recourse, in blank or to the
            order of the Trustee in the following form: "Pay to the order of
            Wells Fargo Bank, N.A., as trustee for the registered Holders of
            Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2007-C5, without
            recourse, representation or warranty, express or implied";

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

                  (iii) an original assignment of the Mortgage, in recordable
            form (except for any missing recording information and, if
            applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller (or the Mortgage Loan Originator),
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2007-C5";

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

                  (v) an original assignment of any related Assignment of Leases
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), in
            recordable form (except for any missing recording information and,
            if applicable, completion of the name of the assignee), from the
            Mortgage Loan Seller (or the Mortgage Loan Originator), either in
            blank or to "Wells Fargo Bank, N.A., as trustee for the registered
            Holders of Credit Suisse First Boston Mortgage Securities Corp.,
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5";

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

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), from
            the Mortgage Loan Seller or the applicable Mortgage Loan Originator,
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2007-C5," which assignment may be included as part of an omnibus
            assignment covering other documents relating to the Trust Mortgage
            Loan; provided that such omnibus assignment is effective under
            applicable law;

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (xxi) the checklist of the related Mortgage Loan Documents, if
            any, that is included in the Mortgage File for the related Trust
            Mortgage Loan and;

                  (xxii) the Albers Mill Loan REMIC Declaration and the
            Hilton-Ontario Loan REMIC Declaration.

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received. If any B Loan is being serviced and administered
hereunder, the Mortgage File for the related Trust Mortgage Loan shall also
constitute the Mortgage File for such B Loan. The Mortgage File with respect to
the 60 Wall Street Loan, shall consist of the related original executed
promissory note and the other items referred to in clause (i), a copy of the
executed 60 Wall Street Intercreditor Agreement and copies of the mortgage file
held by the 60 Wall Street Master Servicer.

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

            "Mortgage Loan": Any Trust Mortgage Loan, any Companion Loan or any
B Loan, in each case, to the extent being serviced hereunder. For the avoidance
of doubt, the 60 Wall Street Loan will not be serviced hereunder, but rather
under the 60 Wall Street Servicing Agreement, and as such, the term "Mortgage
Loan" shall exclude the 60 Wall Street Loan with respect to any servicing
obligation of the applicable Master Servicer or Special Servicer hereunder,
unless the context clearly indicates otherwise.

            "Mortgage Loan Combination": The 450 Lexington Avenue Total Loan,
the Cornerstone Commerce Center Total Loan, the Princeton Total Loan and any CBA
A/B Mortgage Loan Combination.

            "Mortgage Loan Combination Custodial Account": With respect to any
Mortgage Loan Combination, the segregated account or accounts (or, subject to
Section 3.04(h), the sub-account) created and maintained by the applicable
Master Servicer pursuant to Section 3.04(e) in the name of the Trustee on behalf
of the Certificateholders and the related Companion Loan Holder or B Loan
Holder, as applicable, which, subject to Section 3.04(h), shall be entitled
substantially as follows: "KeyCorp Real Estate Capital Markets, Inc. or Capmark
Finance Inc., as applicable [or the name of any successor Master Servicer], as
Master Servicer, in trust for Wells Fargo Bank, N.A., as Trustee, on behalf of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C5 and [name of the related
Companion Loan Holder or B Loan Holder], as their interests may appear." Each
Mortgage Loan Combination Custodial Account shall be an Eligible Account (or,
subject to Section 3.04(h), a sub-account of an Eligible Account) and, only to
the extent of amounts therein relating to the subject A Loan, shall be part of
REMIC I.

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

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

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

            "Mortgage Loan Sellers": Collectively, Column, KeyBank and Capmark.

            "Mortgage Pool": All of the Trust Mortgage Loans and any successor
REO Trust Mortgage Loans, collectively, as of any particular date of
determination. The Mortgage Pool shall not include the Junior Loans, the
Companion Loan or the 60 Wall Street Companion Loans.

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

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

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

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

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

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

            "Net Mortgage Pass-Through Rate":

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

            (B) With respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) (in the case of the Albers Mill Loan
and the Hilton-Ontario Loan, the related Loan REMIC Regular Interest) that
accrues interest on an Actual/360 Basis, for any Distribution Date, an annual
rate generally equal to twelve times a fraction, expressed as a percentage:

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

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

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of any year
subsequent to 2007 (unless the Final Distribution Date occurs in such month),
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 Trust Mortgage Loan (or REO Trust Mortgage Loan) (in the
case of the Albers Mill Loan and the Hilton-Ontario Loan, the related Loan REMIC
Regular Interest) 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 2007 (or February, if the
Final Distribution Date occurs in such month), 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 Trust
Mortgage Loan (or REO Trust Mortgage Loan) (in the case of the Albers Mill Loan
and the Hilton-Ontario Loan, the related Loan REMIC Regular Interest)
transferred from the Interest Reserve Account to the Distribution Account for
distribution on such Distribution Date.

            "Net Mortgage Rate": With respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan (in the case of the Albers Mill Loan and the Hilton-Ontario
Loan, the related Loan REMIC Regular Interest), as of any date of determination,
a per annum rate equal to the related Trust Mortgage Rate minus the related
Administrative Fee Rate.

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

            "New Lease": Any lease of REO Property (other than REO Property
related to the 60 Wall Street Loan) entered into at the direction of the Special
Servicer on behalf of the Trust, including any lease renewed, modified or
extended on behalf of the Trust, if the Trust Fund has the right to renegotiate
the terms of such lease.

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

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
previously made or proposed to be made in respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan (including any P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount) which, in the judgment (in accordance with
the Servicing Standard in the case of judgment by a Master Servicer or the
Special Servicer) of the applicable Master Servicer, the Special Servicer or the
Trustee, as applicable, will not be ultimately recoverable, together with any
accrued and unpaid interest thereon (paid at the Reimbursement Rate), from Late
Collections or any other recovery on or in respect of such Trust Mortgage Loan
or REO Trust Mortgage Loan. The determination by the applicable Master Servicer,
the Special Servicer or the Trustee, as applicable, that it has made (or, in the
case of a determination made by the Special Servicer, that the applicable Master
Servicer or Trustee has made) a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee and the
Special Servicer, in the case of a Master Servicer, (ii) to the applicable
Master Servicer and the Trustee in the case of the Special Servicer, (iii) to
the Depositor, the applicable Master Servicer and the Special Servicer, in the
case of the Trustee, and (iv) in each case, to the Series 2007-C5 Directing
Certificateholder, each Junior Loan Holder, Companion Loan Holder or its
designee (if any Mortgage Loan Combination or any related REO Trust Mortgage
Loan is involved) and to any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder) setting forth such
determination of nonrecoverability and the considerations of the applicable
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the
basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status, property inspections, and shall
include an Appraisal (provided that if an Appraisal has been obtained within the
past 12 months, no new Appraisal is required) of the related Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be advanced by
the applicable Master Servicer as a Servicing Advance). Such Officer's
Certificate shall be accompanied by the Appraisal and all other supporting
documentation relevant to the subject parties' nonrecoverability determination.
The Trustee shall be entitled to conclusively rely on the applicable Master
Servicer's determination that a P&I Advance is nonrecoverable. The applicable
Master Servicer and the Trustee shall conclusively rely on the Special
Servicer's affirmative determination that a P&I Advance is nonrecoverable;
provided, however, that in the absence of such determination by the Special
Servicer, the applicable Master Servicer will be entitled to make its 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 applicable Master Servicer. Any
determination made by a 60 Wall Street Other Master Servicer regarding the
nonrecoverability of any advance of principal and interest made by it with
respect to its related 60 Wall Street Companion Loan shall be binding on the
Trust Fund unless and until the applicable Master Servicer consults with such 60
Wall Street Other Master Servicers in accordance with the 60 Wall Street
Intercreditor Agreement; provided, however, that if the 60 Wall Street Master
Servicer is not a servicer approved by any Rating Agency, the applicable Master
Servicer shall be required to make its own nonrecoverability determination.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance previously made or proposed to be made in respect of a Mortgage Loan or
REO Property (including any Servicing Advance that constitutes a Workout-Delayed
Reimbursement Amount) which, in the judgment (in accordance with the Servicing
Standard in the case of judgment by a Master Servicer or the Special Servicer)
of the applicable Master Servicer, the Special Servicer or the Trustee, as the
case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon (paid at the Reimbursement Rate), from Late Collections
or any other recovery on or in respect of such Mortgage Loan or REO Property.
The determination by the applicable Master Servicer, the Special Servicer or the
Trustee, as the case may be, that it has made (or, in the case of a
determination made by the Special Servicer, that the applicable Master Servicer,
the Special Servicer or the Trustee has made) a Nonrecoverable Servicing Advance
or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be evidenced by an Officer's Certificate
delivered (i) to the Trustee and the Special Servicer, in the case of a Master
Servicer, (ii) to the applicable Master Servicer and the Trustee in the case of
the Special Servicer, (iii) to the Depositor, the Special Servicer and the
applicable Master Servicer, in the case of the Trustee, and (iv) and in each
case, to the Series 2007-C5 Directing Certificateholder, to each Junior Loan
Holder, Companion Loan Holder or its designee (if any Mortgage Loan Combination
or any related REO Property is involved) and to any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder). The Officer's Certificate shall set forth such determination
of nonrecoverability and the considerations of the applicable Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such
determination (which shall include but shall not be limited to information, to
the extent available, such as related income and expense statements, rent rolls,
occupancy status and property inspections, and shall include an Appraisal
(provided that if an Appraisal has been obtained within the past 12 months, no
new Appraisal is required) of the related Mortgaged Property, the cost of which
Appraisal shall, subject to Section 3.03(c), be advanced by the Master Servicer
as a Servicing Advance). Such Officer's Certificate shall be accompanied by the
Appraisal and all other supporting documentation relevant to the subject
parties' nonrecoverability determination. The Trustee will be entitled to
conclusively rely on the applicable Master Servicer's determination that a
Servicing Advance is nonrecoverable. The applicable Master Servicer and the
Trustee shall conclusively rely on the Special Servicer's affirmative
determination that a Servicing Advance is a Nonrecoverable Servicing Advance;
provided however, that in the absence of such determination by the Special
Servicer, the applicable Master Servicer will be entitled to make its own
determination that a Servicing Advance is nonrecoverable, 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 applicable Master
Servicer.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-X, 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 R, Class
LR and Class V Certificates will constitute Non-Registered Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              Class A-1:         Class A-1 Pass-Through Rate
              Class A-2:         Class A-2 Pass-Through Rate
              Class A-3:         Class A-3 Pass-Through Rate
              Class A-AB:        Class A-AB Pass-Through Rate
              Class A-4:         Class A-4 Pass-Through Rate
              Class A-1-A:       Class A-1-A Pass-Through Rate
              Class A-SP:        Class A-SP Pass-Through Rate
              Class A-X:         Class A-X Pass-Through Rate
              Class A-M:         Class A-M Pass-Through Rate
              Class A-1-AM:      Class A-1-AM Pass-Through Rate
              Class A-J:         Class A-J Pass-Through Rate
              Class A-1-AJ       Class A-1-AJ 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

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

            "PCAOB": The Public Company Accounting Oversight Board.

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

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

            "Performance Certification": As defined in Section 12.08.

            "Performance Guarantee": The Guarantee dated as of November 1, 2007,
from the Performance Guarantor in favor of the Trustee, relating to the
obligations of Column under Section 7 of the Column Mortgage Loan Purchase
Agreement.

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

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

            "Performing Party": As defined in Section 12.14.

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

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, a Master
Servicer, the Special Servicer or 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 that such obligations have a remaining
            term to maturity of one year or less from the date of acquisition
            and which are backed by the full faith and credit of the United
            States of America; provided, further, that any obligation of, or
            guarantee by, FNMA or FHLMC, other than an unsecured senior debt
            obligation of FNMA or FHLMC, shall be a Permitted Investment only if
            such investment would not result in the downgrading, withdrawal or
            qualification of the then-current rating assigned by each Rating
            Agency to any Certificate as confirmed in writing;

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

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

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

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

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

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

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code; and provided, further, that in each
case, (a) it shall have a predetermined fixed dollar of principal due at
maturity that cannot vary or change and (b) any such investment that provides
for a variable rate of interest must have an interest rate that is tied to a
single interest rate index plus a fixed spread, if any, and move proportionately
with such index; and provided further, that, in the case of any Permitted
Investments described in clause (ii) above as to which the related rated entity
is the Federal Home Loan Bank of Cincinnati, such entity shall be required to
have the ratings from S&P set forth in clause (ii) above, and, if rated by
Fitch, shall be required to have the rating from Fitch set forth in clause (ii)
above.

            "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 (i) permitted by the related Mortgage Loan Documents
or intercreditor agreement or (ii) with respect to which each Rating Agency has
confirmed in writing to the applicable Master Servicer, the Special Servicer and
the Trustee that the holding of such Mezzanine Loan by such Person would not
cause a qualification, downgrade or withdrawal of any of such Rating Agency's
then-current ratings on the Certificates.

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

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

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

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

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

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

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

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

            "Primary Servicer": 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, 2007 between a Master Servicer
and such subservicer, in its capacity as a primary servicer, or any successors
thereto.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of November 1, 2007, by and between a Master Servicer and a Primary
Servicer.

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

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan, a
rate as set forth in the Trust Mortgage Loan Schedule.

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

            "Princeton B Loan": The mortgage loan that is secured, on a
subordinate basis, by the same Mortgage on the Princeton Property as the
Princeton Loan, has a Cut-off Date Principal Balance of $200,000 and is
evidenced by the Note designated "Note B." The Princeton B Loan is not a
"Mortgage Loan" hereunder.

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

            "Princeton Intercreditor Agreement": That certain agreement among
noteholders, dated as of November 1, 2007, between Column Financial, Inc., as
Note A Holder, and Column Financial, Inc., as Princeton B Loan Holder.

            "Princeton Loan": With respect to the Princeton Total Loan, the
mortgage loan, with a Cut-off Date Principal Balance of $5,700,000, that is
included in the Trust Fund and secured by a Mortgage on the Princeton Property.
The Princeton Loan is a "Mortgage Loan."

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

            "Princeton Total Loan": The aggregate indebtedness, with an original
principal amount of $5,900,000 that is secured by the related Mortgage on the
Princeton Property. References herein to the Princeton Total Loan shall be
construed to refer to the aggregate indebtedness under the Princeton Loan and
the Princeton B Loan.

            "Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-M, Class A-1-AM, Class
A-J, Class A-1-AJ, 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.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is received (including, in the case of the 60
Wall Street Loan, by the 60 Wall Street Master Servicer or 60 Wall Street
Special Servicer on behalf of the Trust) in advance of its scheduled Due Date
and that is not accompanied by an amount of interest (without regard to any
Yield Maintenance Charge and/or Excess Interest that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment; provided that "Principal Prepayment"
shall not include any such payment of principal made out of Insurance and
Condemnation Proceeds or Liquidation Proceeds.

            "Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, the Mortgage Loan Seller, the Series 2007-C5
Directing Certificateholder, each B Loan Holder, the Companion Loan Holder, a
Rating Agency, a designee of the Depositor, a Certificateholder, a Certificate
Owner or, to the extent identified as such by a Certificateholder or a
Certificate Owner, a prospective purchaser (or licensed or registered investment
advisor acting on their behalf) of a Certificate or any interest therein.

            "Prohibited Party": Any party that (i) is listed on the Depositor's
Do Not Hire List or (ii) is a proposed Servicing Function Participant for which
the applicable Master Servicer, the Special Servicer or the Trustee that seeks
to retain such Servicing Function Participant has actual knowledge that such
party at any point prior to such hiring, assignment or transfer failed to comply
in all material respects with the Servicing Function Participant's obligations
under Regulation AB with respect to any other securitization.

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

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

            "Prospectus Supplement": That certain prospectus supplement dated
November 1, 2007, relating to the Registered Certificates, that is a supplement
to the Base Prospectus.

            "PTCE": Prohibited Transaction Class Exemption.

            "PTE": Prohibited Transaction Exemption.

            "Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the case of a Column Trust Mortgage
Loan, by the Performance Guarantor, (b) the Series 2007-C5 Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer pursuant to
or as contemplated by Section 3.18(c), or an assignee or Affiliate of either
thereof, in any case, pending determination of Fair Value, (c) the related B
Loan Holder with respect to any Mortgage Loan Combination pursuant to the
related Intercreditor Agreement, or (d) by the holders of more than 50% of the
Percentage Interests in the Controlling Class, the Special Servicer or the
applicable Master Servicer pursuant to Section 9.01, a price equal to the sum of
the following, without duplication:

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

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

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

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

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

                  (vi) if such Trust Mortgage Loan is being purchased by a
            Mortgage Loan Seller pursuant to Section 7 of the related Mortgage
            Loan Purchase Agreement or, in the case of a Column Trust Mortgage
            Loan, by the Performance Guarantor, all reasonable out-of-pocket
            expenses reasonably incurred or to be incurred by the applicable
            Master Servicer, the Special Servicer, the Depositor and the Trustee
            in respect of the Breach or Defect giving rise to the repurchase
            obligation, including any expenses arising out of the enforcement of
            the repurchase obligation and any Trust Fund expenses incurred prior
            to such purchase date with respect to such Trust Mortgage Loan.

With respect to any Defaulted Trust Mortgage Loan to be purchased by the Series
2007-C5 Directing Certificateholder (or any assignee thereof) or the Special
Servicer (or any Affiliate thereof) pursuant to Section 3.18(b) or 3.18(c)
following determination of Fair Value, the Purchase Price will equal the Fair
Value of such Defaulted Trust Mortgage Loan. With respect to any REO Property to
be sold pursuant to Section 3.18(e), the Purchase Price will equal the amount
calculated in accordance with the second preceding sentence in respect of the
related REO Trust Mortgage Loan (or, if such REO Property relates to any
Mortgage Loan Combination, in respect of all of the related REO Mortgage Loans
and treating the B Loans or Companion Loan, as applicable, as if they were Trust
Mortgage Loans).

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

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

            "Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction and that has a claims paying ability that is rated (or is
guaranteed or backed in writing by an entity with long-term unsecured debt that
is rated) at least "A" by S&P and Fitch (or, if not then rated by Fitch, an
equivalent rating thereto from at least one nationally recognized statistical
rating agency in addition to S&P or a rating of "A:IX" or better from A.M.
Best's Key Rating Guide), (ii) with respect to the fidelity bond and errors and
omissions Insurance Policy required to be maintained pursuant to Section
3.07(c), an insurance company that has a claims paying ability that is rated (or
is guaranteed or backed by an entity with long-term unsecured debt that is
rated) no lower than two ratings (without regard to pluses or minuses (in the
case of S&P and Fitch)) below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than "A-" by S&P and Fitch (or,
if not then rated by Fitch, an equivalent rating thereto from at least one
nationally recognized statistical rating agency in addition to S&P or a rating
of "A:IX" or better from A.M. Best's Key Rating Guide) or, in the case of
clauses (i) and (ii), such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned to any of the Certificates that are
then currently being rated by such Rating Agency.

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

            "Qualified Substitute Trust Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Trust Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less
than the Mortgage Rate of the Deleted Trust Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage Loan; (iv) accrue interest on the same
Interest Accrual Period as the Deleted Trust Mortgage Loan; (v) have a remaining
term to stated maturity not greater than, and not more than two years less than,
the remaining term to stated maturity of the Deleted Trust Mortgage Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the Deleted Trust
Mortgage Loan and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value Ratio of the Deleted Trust Mortgage Loan; (vii) materially comply
as of the date of substitution with all of the representations and warranties
set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
Environmental Assessment that indicates no material adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a current Debt Service Coverage Ratio of
not less than the then-current Debt Service Coverage Ratio of the Deleted Trust
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date
after the date two years prior to the Rated Final Distribution Date; (xii) not
be substituted for a Deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by such Rating Agency to any Class of Certificates then rated by such Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii) have been approved by the Series
2007-C5 Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a Deleted Trust Mortgage Loan if it would result in the termination of the REMIC
status of any REMIC Pool established under this Agreement or the imposition of
tax on any of such REMIC Pool other than a tax on income expressly permitted or
contemplated to be received by the terms of this Agreement, as determined by an
Opinion of Counsel. In the event that one or more mortgage loans are substituted
for one or more Deleted Trust Mortgage Loans, then the amounts described in
clause (i) shall be determined on the basis of aggregate principal balances and
the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no interest rate on any individual Qualified
Substitute Trust Mortgage Loan, less the related Master Servicing Fee Rate,
Primary Servicing Fee Rate and the Trustee Fee Rate, may be less than the lowest
fixed Pass-Through Rate on any Class of Principal Balance Certificates that is
not subject to a cap equal to the Weighted Average Net Mortgage Pass-Through
Rate. When a Qualified Substitute Trust Mortgage Loan is substituted for a
Deleted Trust Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that such Trust Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.

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

            "Rated Final Distribution Date": The Distribution Date in September
2040.

            "Rating Agency": Each of S&P and Fitch.

            "Realized Loss": With respect to:

            (1) each defaulted Trust Mortgage Loan as to which a Final Recovery
      Determination has been made, or with respect to any successor REO Trust
      Mortgage Loan as to which a Final Recovery Determination has been made as
      to the related REO Property, or with respect to a Corrected Mortgage Loan
      upon payment in full, an amount (not less than zero) equal to (a) the
      unpaid principal balance of such Trust Mortgage Loan or REO Trust Mortgage
      Loan, as the case may be, as of the commencement of the Collection Period
      in which the Final Recovery Determination was made, plus (b) without
      taking into account the amount described in subclause (1)(c) of this
      definition, all unpaid interest accrued at the Mortgage Rate in respect of
      such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
      to but not including the related Due Date in the Collection Period in
      which the Final Recovery Determination was made, exclusive, however, of
      any portion of such unpaid interest that constitutes Default Interest or,
      in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment
      Date, Excess Interest, plus (c) any expenses (including Additional Trust
      Fund Expenses, unpaid Servicing Advances and Advance Interest), Special
      Servicing Fees, Workout Fees, Liquidation Fees incurred in connection with
      such Mortgage Loan that have been paid or are payable or reimbursable to
      any person, minus (d) all payments and proceeds, if any, received in
      respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be, during the Collection Period in which such Final Recovery
      Determination was made;

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

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

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

            "Reference Rate": With respect to any Distribution Date from and
including the December 2007 Distribution Date to and including the November 2014
Distribution Date, the corresponding rate per annum set forth on Exhibit S
hereto.

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

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

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

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

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

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

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

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

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

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

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

            "REMIC Declaration": Either of the Albers Mill REMIC Declaration or
the Hilton-Ontario REMIC Declaration.

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

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

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

            "REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original REMIC I Principal Amount of such Class as
specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.03(h)); provided that:

            (i) with respect to the Class A-1 Certificates, (A) the REMIC I
Principal Amount of the Class LA-1-1 Uncertificated Interest shall be the lesser
of $3,584,000 and the Class Principal Balance of the Class A-1 Certificates
minus $29,416,000 but not less than zero, and (B) the REMIC I Principal Amount
of the Class LA-1-2 Uncertificated Interest shall be the lesser of $29,416,000
and the Class Principal Balance of the Class A-1 Certificates;

            (ii) with respect to the Class A-2 Certificates, (A) the REMIC I
Principal Amount for the Class LA-2-1 Uncertificated Interest shall be the
lesser of $55,432,000 and the Class Principal Balance of the Class A-2
Certificates minus $259,568,000 but not less than zero, (B) the REMIC I
Principal Amount for the Class LA-2-2 Uncertificated Interest shall be the
lesser of $93,765,000 and the Class Principal Balance of the Class A-2
Certificates minus $165,803,000 but not less than zero, (C) the REMIC I
Principal Amount for the Class LA-2-3 Uncertificated Interest shall be the
lesser of $85,471,000 and the Class Principal Balance of the Class A-2
Certificates minus $80,332,000 but not less than zero, and (D) the REMIC I
Principal Amount for the Class LA-2-4 Uncertificated Interest shall be the
lesser of $80,332,000 and the Class Principal Balance of the Class A-2
Certificates;

            (iii) with respect to the Class A-AB Certificates, (A) the REMIC I
Principal Amount of the Class LA-AB-1 Uncertificated Interest shall be the
lesser of $1,511,000 and the Class Principal Balance of the Class A-AB
Certificates minus $63,572,000 but not less than zero, (B) the REMIC I Principal
Amount of the Class LA-AB-2 Uncertificated Interest shall be the lesser of
$15,088,000 and the Class Principal Balance of the Class A-AB Certificates minus
$48,484,000 but not less than zero, (C) the REMIC I Principal Amount of the
Class LA-AB-3 Uncertificated Interest shall be the lesser of $14,712,000 and the
Class Principal Balance of the Class A-AB Certificates minus $33,772,000 but not
less than zero, and (D) the REMIC I Principal Amount of the Class LA-AB-4
Uncertificated Interest shall be the lesser of $33,772,000 and the Class
Principal Balance of the Class A-AB Certificates;

            (iv) with respect to the Class A-4 Certificates, (A) the REMIC I
Principal Amount for the Class LA-4-1 Uncertificated Interest shall be the
lesser of $70,790,000 and the Class Principal Balance of the Class A-4
Certificates minus $911,710,000 but not less than zero, (B) the REMIC I
Principal Amount of the Class LA-4-2 Uncertificated Interest shall be the lesser
of $58,622,000 and the Class Principal Balance of the Class A-4 Certificates
minus $853,088,000 but not less than zero, (C) the REMIC I Principal Amount of
the Class LA-4-3 Uncertificated Interest shall be the lesser of $157,103,000 and
the Class Principal Balance of the Class A-4 Certificates minus $695,985,000 but
not less than zero, and (D) the REMIC I Principal Amount of the Class LA-4-4
Uncertificated Interest shall be the lesser of $695,985,000 and the Class
Principal Balance of the Class A-4 Certificates; and

            (v) with respect to the Class A-1-A Certificates, (A) the REMIC I
Principal Amount for the Class LA-1-A-1 Uncertificated Interest shall be the
lesser of $354,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $347,630,000 but not less than zero, (B) the REMIC I
Principal Amount for the Class LA-1-A-2 Uncertificated Interest shall be the
lesser of $15,157,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $329,925,000 but not less than zero, (C) the REMIC I
Principal Amount for the Class LA-1-A-3 Uncertificated Interest shall be the
lesser of $16,069,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $311,357,000 but not less than zero, (D) the REMIC I
Principal Amount for the Class LA-1-A-4 Uncertificated Interest shall be the
lesser of $15,794,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $293,317,000 but not less than zero, (E) the REMIC I
Principal Amount for the Class LA-1-A-5 Uncertificated Interest shall be the
lesser of $21,359,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $164,257,000 but not less than zero, (F) the REMIC I
Principal Amount for the Class LA-1-A-6 Uncertificated Interest shall be the
lesser of $14,985,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $150,402,000 but not less than zero, (G) the REMIC I
Principal Amount for the Class LA-1-A-7 Uncertificated Interest shall be the
lesser of $15,538,000 and the Class Principal Balance of the Class A-1-A
Certificates minus $82,395,000 but not less than zero, and (H) the REMIC I
Principal Amount for the Class LA-1-A-8 Uncertificated Interest shall be the
lesser of $82,395,000 and the Class Principal Balance of the Class A-1-A
Certificates.

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

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

            "REMIC Pool": Any of the Albers Mill Loan REMIC, the Hilton-Ontario
Loan REMIC, REMIC I or REMIC II.

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

            "Rents from Real Property": With respect to any REO Property (other
than REO Property related to the 60 Wall Street Loan), gross income of the
character described in Section 856(d) of the Code.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any related Junior Loan
Holder(s), which shall be entitled "[name of Special Servicer], as Special
Servicer, in trust for Wells Fargo Bank, N.A., as Trustee, for Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates and any related Junior Loan Holder(s) or the Companion Loan Holder,
as their interests may appear, Series 2007-C5 REO Account." Any such account or
accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged Property as REO Property (other than REO
Property related to the 60 Wall Street Loan) by the Special Servicer on behalf
of the Trust Fund and/or any affected B Loan Holder.

            "REO Acquisition Date": The date of the Trust Fund's acquisition for
federal income tax purposes of any REO Property (other than REO Property related
to the 60 Wall Street Loan) pursuant to Section 3.09.

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

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

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

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

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

            "REO Property": A Mortgaged Property (other than REO Property
related to the 60 Wall Street Loan) acquired by the Special Servicer on behalf
of and in the name of the Trustee (or its nominee) for the benefit of the
Certificateholders and, if such property relates to a Mortgage Loan Combination,
each related B Loan Holder and Companion Loan Holder (as a collective whole),
through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Trust Mortgage Loan or, in the case of the 60 Wall Street Loan,
"REO Property" shall mean the beneficial interest of the Trust Fund in the
related Mortgaged Property if it is acquired by the 60 Wall Street Special
Servicer, for the benefit of the Trust Fund.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property. With respect to an REO
Property that had been security for an A Loan, the portion of the amounts
described above received with respect to such REO Property and allocable to the
related A Note pursuant to the related Intercreditor Agreement, or with respect
to the 60 Wall Street Loan, "REO Revenues" shall mean the portion of such
amounts received by the applicable Master Servicer or Special Servicer pursuant
to the 60 Wall Street Intercreditor Agreement from the 60 Wall Street Master
Servicer or 60 Wall Street Special Servicer.

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

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

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

            "Reportable Event": As defined in Section 12.09.

            "Reporting Servicer": The Master Servicers, the Special Servicer,
the Trustee and any Servicing Function Participant, as the case may be.

            "Request for Release": A request signed by a Servicing Officer of,
as applicable, Master Servicer No. 1 in the form of Exhibit D-1A attached
hereto; Master Servicer No. 2 in the form of Exhibit D-1B attached hereto; or
the Special Servicer in the form of Exhibit D-2 attached hereto.

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

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

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

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

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

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

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

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

            "Sarbanes-Oxley Certification": As defined in Section 12.08.

            "Securities Act": The Securities Act of 1933, as amended and the
rules and regulations thereunder.

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

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

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

            "Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-M, Class A-1-AM, Class
A-J, Class A-1-AJ, 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.

            "Series 2007-C5 Directing Certificateholder": The particular Holder
(or, in the case of a Class of Book-Entry Certificates, the particular
Certificate Owner) of Certificates of the Controlling Class selected by the
Holders (or, in the case of a Class of Book-Entry Certificates, the Certificate
Owners) of Certificates representing more than 50% of the Percentage Interests
in the Controlling Class (which selection shall be evidenced by notice delivered
by the Series 2007-C5 Directing Certificateholder to the parties hereto and the
prior Series 2007-C5 Directing Certificateholder, if any); provided, however,
that until a Series 2007-C5 Directing Certificateholder is so selected or after
receipt of a notice from the Holders (or, in the case of a Class of Book-Entry
Certificates, the Certificate Owners) of Certificates representing more than 50%
of the Percentage Interests in the Controlling Class that a Series 2007-C5
Directing Certificateholder is no longer designated, the particular
Certificateholder (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) that beneficially owns Certificates of the
Controlling Class that represents the largest aggregate Percentage Interest in
the Controlling Class shall be the Series 2007-C5 Directing Certificateholder.
The initial Series 2007-C5 Directing Certificateholder will be Centerline REIT
Inc. No appointment of any Person as a Series 2007-C5 Directing
Certificateholder shall be effective until such Person provides the Trustee, the
Master Servicers and the Special Servicer with written confirmation of its
acceptance of such appointment, an address and telecopy number for the delivery
of notices and other correspondence and a list of officers or employees of such
Person with whom the parties to this Agreement may deal (including their names,
titles, work addresses and telecopy numbers). If no Person is appointed as
Series 2007-C5 Directing Certificateholder, the Master Servicers, the Special
Servicer and the Trustee shall not be required to recognize the particular
Certificateholder (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) that beneficially owns Certificates of the
Controlling Class that represent the largest aggregate Percentage Interest in
the Controlling Class as the Series 2007-C5 Directing Certificateholder until
such Certificateholder or Certificate Owner, as the case may be, provides an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers). Notwithstanding the foregoing, with respect to any consultation,
consent or approval required of, or notice to, the Series 2007-C5 Directing
Certificateholder with respect to (i) actions of the applicable Master Servicer
or the Special Servicer relating to the Cornerstone Commerce Center Total Loan
and (ii) matters relating to the servicing or administration of, or exercise of
rights or remedies with respect to, the Cornerstone Commerce Center Total Loan,
so long as no Cornerstone Commerce Center Control Appraisal Event Exists,
references to the Series 2007-C5 Directing Certificateholder shall mean the
Cornerstone Commerce Center B Loan Holder (or an operating advisor appointed by
it pursuant to the related Intercreditor Agreement).

            "Serviced Loan Combinations": The 450 Lexington Avenue Total Loan,
Cornerstone Commerce Center Total Loan, the Princeton Total Loan and, with
respect to each CBA A/B Mortgage Loan Combination, upon a "Material Default"
under the related CBA A/B Intercreditor Agreement, such CBA A/B Mortgage Loan
Combination, collectively.

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

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

            "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and expenses and
fees of real estate brokers, paid or to be paid, as the context requires, out of
its own funds, by the applicable Master Servicer or the Special Servicer (or, if
applicable, the Trustee) in connection with the servicing of a Mortgage Loan as
to which a default, delinquency or other unanticipated event has occurred or is
reasonably foreseeable, or in connection with the administration of any REO
Property, including (1) any such costs and expenses associated with (a)
compliance with the obligations of the applicable Master Servicer and/or the
Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, including the cost of any "force placed" insurance policy purchased by
the applicable Master Servicer or the Special Servicer to the extent such cost
is allocable to a particular Mortgaged Property that the applicable Master
Servicer or the Special Servicer is required to cause to be insured pursuant to
Section 3.07, (c) obtaining any Insurance and Condemnation Proceeds or
Liquidation Proceeds in respect of any such Mortgage Loan or any REO Property,
(d) any enforcement or judicial proceedings with respect to any such Mortgage
Loan, including foreclosures and similar proceedings, (e) the operation,
leasing, management, maintenance and liquidation of any REO Property, (f)
obtaining any Appraisal required to be obtained hereunder, and (g) UCC filings
(to the extent that the costs thereof are not reimbursed by the related
Borrower), (2) the reasonable and direct out-of-pocket travel expenses incurred
by the Special Servicer in connection with performing inspections pursuant to
Section 3.19, and (3) any other expenditure which is expressly designated as a
Servicing Advance herein; provided that, notwithstanding anything to the
contrary, "Servicing Advances" shall not include (A) allocable overhead of the
applicable Master Servicer or the Special Servicer, such as costs for office
space, office equipment, supplies and related expenses, employee salaries and
related expenses and similar internal costs and expenses, (B) costs incurred by
either such party or any Affiliate thereof in connection with its purchase of
any Mortgage Loan or REO Property pursuant to or as contemplated by any
provision of this Agreement or (C) costs or expenses expressly required under
this Agreement to be borne by the applicable Master Servicer or the Special
Servicer. In no event shall a Master Servicer be required to make any Servicing
Advance that such Person determines, in accordance with the Servicing Standard,
would be, if made, a Nonrecoverable Servicing Advance.

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

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

            "Servicing Function Participant": Any Person, other than the Master
Servicers, the Special Servicer and the Trustee, that is, within the meaning of
Item 1122 of Regulation AB, performing activities that address the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the Trust
Mortgage Loans (calculated by Stated Principal Balance) or the applicable Master
Servicer takes responsibility for the servicing criteria, as permissible under
Regulation AB.

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

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

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

                  (i) in the case of a Balloon Mortgage Loan, a payment default
            shall have occurred on such Mortgage Loan at its Maturity Date, or
            if the applicable Master Servicer has received evidence prior to its
            Maturity Date that the related Borrower has obtained a firm
            commitment to refinance such Mortgage Loan and continues to pay the
            Assumed Scheduled Payment, such default continues unremedied beyond
            the earlier of (A) 90 days after its Maturity Date or (B) the
            expiration of such commitment; or

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

                  (iii) the applicable Master Servicer or the Special Servicer
            reasonably determines that a payment default or material
            non-monetary default with respect to such Mortgage Loan has occurred
            or, in each case, is imminent and is not likely to be cured by the
            related Borrower within 60 days (or in the case of a payment default
            or imminent payment default described in (i) or (ii) above, for the
            time period described therein) (provided that any such determination
            by the Special Servicer that a payment default or other non-monetary
            default is imminent shall not be the basis for a Servicing Transfer
            Event unless the Series 2007-C5 Directing Certificateholder
            concurs); or

                  (iv) a decree or order of a court or agency or supervisory
            authority having jurisdiction in the premises in an involuntary case
            under any present or future federal or state bankruptcy, insolvency
            or similar law or the appointment of a conservator or receiver or
            liquidator in any insolvency, readjustment of debt, marshaling of
            assets and liabilities or similar proceedings, or for the winding-up
            or liquidation of its affairs is entered against the related
            Borrower; provided that if such decree or order is discharged or
            stayed within 60 days of being entered, such Mortgage Loan shall not
            be a Specially Serviced Mortgage Loan (and no Special Servicing
            Fees, Workout Fees or Liquidation Fees will be payable with respect
            thereto); or

                  (v) the related Borrower shall file for or consent to the
            appointment of a conservator or receiver or liquidator in any
            insolvency, readjustment of debt, marshaling of assets and
            liabilities or similar proceedings of or relating to such Borrower
            or of or relating to all or substantially all of its property; or

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

                  (vii) the applicable Master Servicer or the Special Servicer
            has received notice of the foreclosure or proposed foreclosure of
            any lien on the related Mortgaged Property unless the obligation
            secured by such lien has been discharged and the foreclosure action
            has been discontinued, which decision shall be made in the
            applicable Master Servicer's sole discretion in accordance with the
            Servicing Standard; or

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

A Servicing Transfer Event for any Mortgage Loan in a Mortgage Loan Combination
shall constitute a Servicing Transfer Event for all Mortgage Loans in such
Mortgage Loan Combination until all such Mortgage Loans become Corrected
Mortgage Loans. Notwithstanding the foregoing, a Servicing Transfer Event will
not occur based upon a default with respect to any Mortgage Loan as to which
default the holder of any related B Loan may exercise cure rights, unless and
until the applicable cure period has elapsed without any exercise of such cure.

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

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

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

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

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

            "Significant Trust Mortgage Loan": At any time, (a) any Trust
Mortgage Loan (i) whose principal balance is $35,000,000 or more at such time
or, with respect to a waiver of a "due-on-encumbrance" clause referred to in
Section 3.08(b), $20,000,000 or more, or (ii) that is (x) a Trust Mortgage Loan,
(y) part of a group of Crossed Trust Mortgage Loans or (z) part of a group of
Trust Mortgage Loans made to affiliated Borrowers that, in each case, in the
aggregate, represents 5% or more of the aggregate outstanding principal balance
of the Mortgage Pool at such time or, with respect to a waiver of
"due-on-encumbrance" clause referred to in Section 3.08(b), 2% or more of the
aggregate outstanding Principal Balance of the Mortgage Pool at such time, or
(b) any one of the ten largest Trust Mortgage Loans (which for the purposes of
this definition shall include groups of Crossed Trust Mortgage Loans and groups
of Trust Mortgage Loans made to affiliated Borrowers) by outstanding principal
balance at such time.

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

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

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

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

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

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan, 0.35% per annum (provided,
however, that, such fee shall at least equal $4,000 per month with respect to
each Specially Serviced Mortgage Loan, which minimum amount may be reduced by
the Series 2007-C5 Directing Certificateholder).

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

                  (i) any modification, waiver or amendment of a monetary term
            of a Mortgage Loan (other than a waiver of Penalty Charges) or a
            material non-monetary term (excluding any waiver of a "due-on-sale"
            or "due-on-encumbrance" clause, which is addressed in clause (viii)
            below and excluding the actions set forth in Section 3.20(a)(i) and
            Section 3.08(e)) of any (a) Specially Serviced Mortgage Loan or (b)
            Performing Trust Mortgage Loan with a Stated Principal Balance of
            $2,500,000 or more (excluding any KeyBank Trust Mortgage Loans) (or
            any Performing Trust Mortgage Loan (without regard to Stated
            Principal Balance) as to which the proposed modification is an
            extension of maturity);

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

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

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

                  (v) any release of material real property collateral for a
            Specially Serviced Mortgage Loan or Performing Trust Mortgage Loan
            with a Stated Principal Balance of $2,500,000 or more (excluding any
            KeyBank Trust Mortgage Loans) (other than in each case in accordance
            with the terms of, or upon satisfaction in full of, such Mortgage
            Loan excluding any action set forth in Section 3.20(a)(i) and
            Section 3.08(e) or in connection with a defeasance or a pending or
            threatened condemnation action or a routine leasing action);

                  (vi) any acceptance of substitute or additional real property
            collateral for any Mortgage Loan (excluding any KeyBank Trust
            Mortgage Loans) (other than circumstances involving a Performing
            Trust Mortgage Loan with a Stated Principal Balance of less than
            $2,500,000 or where the acceptance of the substitute or additional
            collateral is not conditioned on obtaining the consent of the lender
            and is otherwise in accordance with the terms of the Mortgage Loan,
            in which event notice to the Series 2007-C5 Directing
            Certificateholder shall be required);

                  (vii) any releases of earn-out reserve funds or related
            letters of credit with respect to a Mortgaged Property securing a
            Mortgage Loan (other than in circumstances involving a Performing
            Trust Mortgage Loan with a Stated Principal Balance of less than
            $2,500,000 or such release is not conditioned on obtaining the
            consent of the lender and is otherwise in accordance with the terms
            of that Mortgage Loan, in which event notice to the Series 2007-C5
            Directing Certificateholder shall be required);

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

                  (ix) any waiver of a "due-on-sale" or "due-on-encumbrance"
            clause with respect to any Specially Serviced Mortgage Loan or
            Performing Trust Mortgage Loan with a Stated Principal Balance of
            $2,500,000 or more (excluding any KeyBank Trust Mortgage Loans);
            and/or

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

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

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

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of the state in which
the office of the Trustee from which the Trust is administered or located, and
any other state, the applicability of which to the Trust Fund or any REMIC Pool
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 Mortgage Loan (and
any successor REO Mortgage Loan), a principal balance which (a) initially shall
equal the unpaid principal balance thereof as of the related Due Date in
November 2007 or, in the case of any Replacement Trust Mortgage Loan, as of the
related date of substitution, in any event after application of all payments of
principal due thereon on or before such date, whether or not received, and (b)
shall be permanently reduced on each subsequent Distribution Date (to not less
than zero) by (i) that portion, if any, of the Total Principal Distribution
Amount for such Distribution Date attributable to such Mortgage Loan (or
successor REO Mortgage Loan), and (ii) any Realized Loss incurred in respect of
such Mortgage Loan (or successor REO Mortgage Loan) during the related
Collection Period; provided that, if a Liquidation Event occurs in respect of
any Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Mortgage Loan or of the related REO Mortgage Loan, as the case may be, shall be
zero commencing as of the Distribution Date in the Collection Period next
following the Collection Period in which such Liquidation Event occurred.

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

            "Sub-Servicer": Any Person engaged by a Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Trust Mortgage
Loans or REO Properties, including any Primary Servicer.

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

            "Subordinate Certificate": Any of the Class A-M, Class A-1-AM, Class
A-J, Class A-1-AJ, 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 R, Class LR and Class V Certificates.

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

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

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

            "Tax Returns": The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of each REMIC Pool due to its classification as a REMIC under the REMIC
Provisions, and the federal income tax or information return on IRS Form 1041 or
IRS Form 1099, as applicable, or any successor form, to be filed on behalf of
Grantor Trust V and Grantor Trust LR, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state or local tax laws.

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

            "Termination Price": As defined in Section 9.01.

            "Total Principal Distribution Adjustment Amount": As to any
Distribution Date, the sum of (i) the amount of any Nonrecoverable Advance that
was reimbursed to the applicable Master Servicer, Special Servicer or Trustee
and that was deemed to have been reimbursed out of the Total Principal
Distribution Amount, in each case, with interest on such Advance, during the
period since the preceding Distribution Date, (ii) any Workout-Delayed
Reimbursement Amount that was reimbursed to the applicable Master Servicer,
Special Servicer or Trustee and that was deemed to have been reimbursed out of
the Total Principal Distribution Amount, in each case, with interest on such
Advance, during the period since the preceding Distribution Date and (iii) if
any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds were
received with respect to any Mortgage Loan or REO Property, and/or any Mortgage
Loan or REO Property is otherwise liquidated (including by means of a Final
Recovery Determination or the receipt of full, partial, or discounted payoff),
during the related Collection Period, an amount equal to any Workout Fees and/or
Liquidation Fees payable in connection therewith.

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

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

                  (i) all payments of principal (including Principal
            Prepayments) received by or on behalf of the Trust with respect to
            the Trust Mortgage Loans during the related Collection Period, in
            each case net of any portion of the particular payment that
            represents a Late Collection of principal for which a P&I Advance
            was previously made for a prior Distribution Date or that represents
            the principal portion of a Monthly Payment due on or before the
            related Due Date in November 2007 or on a Due Date subsequent to the
            end of the related Collection Period,

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

                  (iii) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds received by or on behalf of the Trust with respect to any
            of the Trust Mortgage Loans during the related Collection Period
            that were identified and applied as recoveries of principal of such
            Trust Mortgage Loans in accordance with Section 1.03, in each case
            net of any portion of such proceeds that represents a Late
            Collection of principal due on or before the related Due Date in
            November 2007 or for which a P&I Advance was previously made for a
            prior Distribution Date,

                  (iv) all Insurance and Condemnation Proceeds, Liquidation
            Proceeds and REO Revenues received by or on behalf of the Trust in
            respect of any REO Properties during the related Collection Period
            that were identified and applied as recoveries of principal of the
            related REO Trust Mortgage Loans in accordance with Section 1.03, in
            each case net of any portion of such proceeds and/or revenues that
            represents a Late Collection of principal due on or before the
            related Due Date in November 2007 or for which a P&I Advance was
            previously made for a prior Distribution Date,

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

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

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

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

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

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

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

            "Trust": The trust created hereby.

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

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

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

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

                  (ii) the property name;

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

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

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

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

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

                  (ix) the original and remaining amortization terms;

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

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

                  (xii) the Interest Accrual Period;

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

                  (xiv) the Due Date;

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

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

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

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

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

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

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

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

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

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

            "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": 0.000817% per annum.

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

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

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

            "Uncertificated REMIC I Interests": Any of the Class LA-1-1, Class
LA-1-2, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4, Class LA-3,
Class LA-AB-1, Class LA-AB-2, Class LA-AB-3, Class LA-AB-4, Class LA-4-1, Class
LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-M, Class LA-1-AM, Class LA-J, Class
LA-1-AJ, 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 LB, Class L
Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL,
Class LM, Class LN, Class LO, Class LP, Class LQ and Class LS Uncertificated
Interests.

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

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

            "Underwriters": Collectively, Credit Suisse, KeyBanc Capital Markets
Inc. (other than with respect to the Class A-4 Certificates), Capmark Securities
Inc. and J.P. Morgan Securities Inc.

            "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).

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

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

            "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-SP and Class A-X Certificates, based on the
respective Notional Balance of each such Class relative to the aggregate
Notional Balance of both such Classes; (ii) in the case of any Class of
Principal Balance Certificates (so long as any such Class of Certificates has
been transferred by the Underwriters or Initial Purchaser or an Affiliate
thereof as part of the initial offering of the Certificates and therefore such
Class of Certificates is not part of the Initial Purchaser's unsold allotment
and so long as such Class of Certificates is not being held by a Mortgage Loan
Seller or any Affiliate thereof), a percentage equal to the product of 99% and a
fraction, the numerator of which is equal to the then Class Principal Balance of
such Class, and the denominator of which is equal to the then aggregate
Certificate Balance of the Principal Balance Certificates and (iii) 0% for any
Class of Principal Balance Certificates for as long as any such Class of
Certificates has not been transferred by the Initial Purchaser or an Affiliate
thereof as part of the initial offering of the Certificates and therefore such
Class of Certificates is part of the Initial Purchaser's unsold allotment and
for so long as such Class of Certificates is being held by a Mortgage Loan
Seller or any Affiliate thereof). The Class R, Class LR and Class V Certificates
will not be entitled to any Voting Rights. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.

            "Website": Any of the internet website maintained by the Trustee
(initially located at "www.ctslink.com"), the website maintained by either
Master Servicer (with respect to Master Servicer No. 1, initially at
www.key.com/key2cre with respect to Master Servicer No. 2, initially located at
"www.capmark.com"), the website maintained by the Special Servicer or the
website maintained by the CMSA, as applicable.

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

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

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

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

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

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

            "Workout Fee Rate": 1.0%.

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

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

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

            Section 1.02 General Interpretive Principles

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

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

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

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

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

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

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

            Section 1.03 Certain Calculations in Respect of the Mortgage Loans

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

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

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

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

            (e) [Reserved]

            (f) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the applicable Master Servicer, the Special
Servicer or the Trustee; 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 Mortgage Loan as if such
Principal Prepayment had been received, on the following Due Date (so long as
such next following Due Date is in the same Collection Period as the actual date
of receipt) and (ii) all other Principal Prepayments with respect to any
Mortgage Loan are deemed to be received on the date they are applied to reduce
the outstanding principal balance of such Mortgage Loan.

            (g) Notwithstanding the terms of any Trust Mortgage Loan, the
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
Trust Mortgage Loan, except to the extent that (i) all reserves required to be
established with the applicable Master Servicer and then required to be funded
pursuant to the terms of such Trust Mortgage Loan have been so funded, (ii) all
payments of principal and interest then due on such Trust Mortgage Loan have
been paid and (iii) all related operating expenses, if applicable, have been
paid to the related Lock-Box Account or reserved for pursuant to the related
Lock-Box Agreement.

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

            Section 1.04 Crossed Trust Mortgage Loans

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

            Section 1.05 Certain Adjustments to the Principal Distributions on
the Certificates

            (a) If, in accordance with the provisions of this Agreement, any
party hereto is reimbursed out of general collections (but solely principal
collections with respect to Workout-Delayed Reimbursement Amounts) on the
Mortgage Pool on deposit in the Collection Account for any Nonrecoverable
Advance or any Workout-Delayed Reimbursement Amount (in each case, together with
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made:

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

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

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

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

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

            Section 1.06 Certain Matters with Respect to the 450 Lexington
Avenue Total Loan

            (a) The parties hereto acknowledge that, pursuant to the 450
Lexington Avenue Intercreditor Agreement, if neither the 450 Lexington Avenue
Loan nor an interest in any related REO Property is part of the Trust Fund, then
the 450 Lexington Avenue Total Loan or any related REO Property, as applicable,
shall be serviced and administered in accordance with such successor servicing
arrangements as are consistent with the 450 Lexington Avenue Intercreditor
Agreement.

            (b) For the avoidance of doubt, and subject to subsection (a) above,
the parties acknowledge the rights and duties of each of the Master Servicers
and the Special Servicer under this Agreement and the obligation of the Master
Servicer or the Trustee to make P&I Advances (subject to the terms of this
Agreement) with respect to the 450 Lexington Avenue Loan and Servicing Advances
(subject to terms of this Agreement) with respect to the 450 Lexington Avenue
Total Loan. Such rights, duties and obligations relating to the 450 Lexington
Avenue Total Loan shall terminate upon the occurrence of a Liquidation Event
with respect to the 450 Lexington Avenue Loan (subject to any requirement set
forth in the 450 Lexington Avenue Intercreditor Agreement that this Agreement
govern the servicing of the 450 Lexington Avenue Total Loan as if it were still
in effect with respect to the 450 Lexington Avenue Total Loan and the 450
Lexington Avenue Total Loan were the sole mortgage loan serviced thereunder
until a replacement servicing arrangement is made in accordance with the terms
of such Intercreditor Agreement) or any related REO Property; provided, however,
that this statement shall not limit (A) the duty of the Master Servicers or
Special Servicer to deliver or make available the reports otherwise required of
it hereunder with respect to the period in which such event occurs or (B) the
rights of the Master Servicers or Special Servicer that may otherwise accrue or
arise in connection with the performance of its duties hereunder with respect to
the 450 Lexington Avenue Total Loan prior to the date on which such event
occurs.

            (c) Neither of the Master Servicers or the Trustee shall be required
to make P&I Advances as to the 450 Lexington Avenue Companion Loan.

            Section 1.07 Certain Matters with Respect to the Princeton Total
Loan

            (a) The parties hereto acknowledge that, pursuant to the Princeton
Intercreditor Agreement, if neither the Princeton Loan nor an interest in any
related REO Property is part of the Trust Fund, then the Princeton Total Loan or
any related REO Property, as applicable, shall be serviced and administered in
accordance with such successor servicing arrangements as are consistent with the
Princeton Intercreditor Agreement.

            (b) For the avoidance of doubt, and subject to subsection (a) above,
the parties acknowledge the rights and duties of each of the Master Servicers
and the Special Servicer under this Agreement and the obligation of the Master
Servicer or the Trustee to make P&I Advances (subject to the terms of this
Agreement) with respect to the Princeton Loan and Servicing Advances (subject to
terms of this Agreement) with respect to the Princeton Total Loan. Such rights,
duties and obligations relating to the Princeton Total Loan shall terminate upon
the occurrence of a Liquidation Event with respect to the Princeton Loan
(subject to any requirement set forth in the Princeton Intercreditor Agreement
that this Agreement govern the servicing of the Princeton Total Loan until a
replacement servicing arrangement is made in accordance with the terms of such
Intercreditor Agreement) or any related REO Property; provided, however, that
this statement shall not limit (A) the duty of the Master Servicers or Special
Servicer to deliver or make available the reports otherwise required of it
hereunder with respect to the period in which such event occurs or (B) the
rights of the Master Servicers or Special Servicer that may otherwise accrue or
arise in connection with the performance of its duties hereunder with respect to
the Princeton Total Loan prior to the date on which such event occurs.

            (c) Neither of the Master Servicers or the Trustee shall be required
to make P&I Advances as to the Princeton B Loan.

            Section 1.08 Certain Matters with Respect to the Cornerstone
Commerce Center Total Loan

            (a) The parties hereto acknowledge that, pursuant to the Cornerstone
Commerce Center Intercreditor Agreement, if neither the Cornerstone Commerce
Center Loan nor an interest in any related REO Property is part of the Trust
Fund, then the Cornerstone Commerce Center Total Loan or any related REO
Property, as applicable, shall be serviced and administered in accordance with
such successor servicing arrangements as are consistent with the Cornerstone
Commerce Center Intercreditor Agreement.

            (b) For the avoidance of doubt, and subject to subsection (a) above,
the parties acknowledge the rights and duties of each of the Master Servicers
and the Special Servicer under this Agreement and the obligation of the Master
Servicer or the Trustee to make P&I Advances (subject to the terms of this
Agreement) with respect to the Cornerstone Commerce Center Loan and Servicing
Advances (subject to terms of this Agreement) with respect to the Cornerstone
Commerce Center Total Loan. Such rights, duties and obligations relating to the
Cornerstone Commerce Center Total Loan shall terminate upon the occurrence of a
Liquidation Event with respect to the Cornerstone Commerce Center Loan (subject
to any requirement set forth in the Cornerstone Commerce Center Intercreditor
Agreement that this Agreement govern the servicing of the Cornerstone Commerce
Center Total Loan until a replacement servicing arrangement is made in
accordance with the terms of such Intercreditor Agreement) or any related REO
Property; provided, however, that this statement shall not limit (A) the duty of
the Master Servicers or Special Servicer to deliver or make available the
reports otherwise required of it hereunder with respect to the period in which
such event occurs or (B) the rights of the Master Servicers or Special Servicer
that may otherwise accrue or arise in connection with the performance of its
duties hereunder with respect to the Cornerstone Commerce Center Total Loan
prior to the date on which such event occurs.

            (c) Neither of the Master Servicers or the Trustee shall be required
to make P&I Advances as to the Cornerstone Commerce Center B Loan.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Original Trust Mortgage Loans

            (a) It is the intention of the parties hereto that a common law
trust be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Credit Suisse First
Boston Mortgage Securities Trust 2007-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, the Companion Loan Holder 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 Original
Trust Mortgage Loans (including, with respect to the Albers Mill Loan and the
Hilton-Ontario Loan, the related Loan REMIC Regular Interest and Loan REMIC
Residual Interest), (ii) the Mortgage Loan Purchase Agreements and (iii) all
other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Original Trust Mortgage Loans (other than payments of principal and interest
due and payable on the Original Trust Mortgage Loans on or before the Cut-off
Date and Principal Prepayments paid on or before the Cut-off Date). The transfer
of the Original Trust Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

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

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

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

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

            Notwithstanding the foregoing, if the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of
the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the Mortgage Loan Purchase Agreement), (xii)
and (xiv) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the Mortgage Loan Purchase
Agreements) 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 Mortgage Loan Purchase Agreements and this Section 2.01(b) shall be deemed
to have been satisfied and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File if a photocopy of such
non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee on or before the Closing Date.

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

            None of the Trustee, either Master Servicer or the Special Servicer
shall be liable for any failure by any Mortgage Loan Seller or the Depositor to
comply with the delivery requirements of the Mortgage Loan Purchase Agreements
and this Section 2.01(b).

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

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

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

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

            (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, the applicable Master Servicer
and the Special Servicer, on or before the Closing Date, a fully executed
original counterpart or copy of each of the Mortgage Loan Purchase Agreements,
as in full force and effect, without amendment or modification, on the Closing
Date.

            (f) The Depositor shall use reasonable efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Original Trust
Mortgage Loans in the name of such Mortgage Loan Seller or any other name, to be
transferred to the 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 Trust Mortgage Loans only one
original or certified copy of any document or instrument described in the
definition of "Mortgage File" which pertains to all of the Crossed Trust
Mortgage Loans in such group of Crossed Trust Mortgage Loans, the inclusion of
the original or certified copy of such document or instrument in the Mortgage
File for any of such Crossed Trust Mortgage Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Trust Mortgage Loans in such group of Crossed Trust Mortgage Loans shall
be deemed the inclusion of such original or certified copy in the Mortgage Files
for each such Crossed Trust Mortgage Loan.

            Section 2.02 Acceptance by Trustee

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders; provided that to the extent that a
Mortgage File relates to an A Loan, the Trustee shall also hold such Mortgage
File in the trust on behalf of the related B Loan Holders or the Companion Loan
Holder, as applicable; provided, further, that the Trustee or any Custodian
appointed by the Trustee pursuant to Section 8.12 shall hold any Letter of
Credit in a custodial capacity only and shall have no obligation to maintain,
extend the term of, enforce or otherwise pursue any rights under such Letter of
Credit which obligation the 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 Servicer and the respective Mortgage Loan Sellers that,
as to each Trust Mortgage Loan listed in the Trust Mortgage Loan Schedule (other
than any Trust Mortgage Loan paid in full and any Trust Mortgage Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage
File" and all documents specified on the related Mortgage Loan checklist are in
its possession, and (ii) all documents delivered or caused to be delivered by
such Mortgage Loan Seller constituting the Mortgage Files have been received,
appear to have been executed, appear to be what they purport to be, purport to
be recorded or filed (if recordation or filing is specified for such document in
the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents appear to relate to the Trust
Mortgage Loans identified on the Trust Mortgage Loan Schedule.

            (c) The Trustee shall review each of the Mortgage Loan Documents
received after the Closing Date; and, on or about 90 days following the Closing
Date, 180 days following the Closing Date, the first anniversary of the Closing
Date, 180 days following the first anniversary of the Closing Date, 270 days
following the first anniversary of the Closing Date and on the second
anniversary of the Closing Date, the Trustee shall, subject to Sections 2.01 and
2.02(d), certify in writing to each of the Depositor, the Master Servicers, the
Special Servicer and the respective Mortgage Loan Sellers that, as to each Trust
Mortgage Loan listed on the Trust Mortgage Loan Schedule (other than the 60 Wall
Street Loan) (excluding any Trust Mortgage Loan as to which a Liquidation Event
has occurred or any Trust Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) through (v), (ix), (xi), (xii), (xvi) and
(xviii) of the definition of "Mortgage File" are in its possession and all
documents specified on the related Mortgage Loan checklist, (ii) it has received
either a recorded original of each of the assignments specified in clause (iii)
and clause (v) of the definition of "Mortgage File," or, insofar as an
unrecorded original thereof had been delivered or caused to be delivered by the
applicable Mortgage Loan Seller, a copy of such recorded original certified by
the applicable public recording office to be true and complete, and (iii) all
such Mortgage Loan Documents have been received, have been executed, appear to
be what they purport to be, purport to be recorded or filed (if recordation or
filing is specified for such document in the definition of "Mortgage File") and
have not been torn, mutilated or otherwise defaced, and that such documents
relate to the Trust Mortgage Loans identified on the Trust Mortgage Loan
Schedule. Further, with respect to the documents described in clause (xi) of the
definition of the Mortgage File, the Trustee may assume, for purposes of the
certification delivered pursuant to this Section 2.02(c), that the related
Mortgage File should include one state level UCC Financing Statement filing in
the state of incorporation of the related Borrower for each Mortgaged Property,
or, with respect to any Mortgage Loan that has two or more Borrowers, one state
level UCC Financing Statement filing in the state of incorporation of each such
Borrower. The Trustee shall, upon request, provide the 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 offices.

            With respect to the 60 Wall Street Loan, within 90 days of the
Closing Date, the Trustee shall certify in writing to each of the Depositor, the
applicable Master Servicer, the Special Servicer and the applicable Mortgage
Loan Seller that the original note specified in clause (i) of the definition of
"Mortgage File" (or a copy of such note, together with a lost note affidavit and
indemnity certifying that the original of such Note has been lost) and the
originals of all prior and intervening assignments and endorsements of such note
and a copy of each document specified such paragraph has been received by the
Trustee or a custodian on its behalf, appear to have been executed (if
required), appear to be what they purport to be and have not been torn,
mutilated or otherwise defaced, and that such documents appear to relate to the
60 Wall Street Mortgage Loan.

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

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

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

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

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

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Original Trust
      Mortgage Loans in accordance with this Agreement; the Depositor has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Original Trust
      Mortgage Loans or the ability of the Depositor to carry out the
      transactions contemplated by this Agreement;

            (v) The Depositor's transfer of the Original Trust Mortgage Loans to
      the Trustee as contemplated herein is not subject to any bulk transfer or
      similar law in effect in any applicable jurisdiction;

            (vi) The Depositor is not transferring the Original Trust Mortgage
      Loans to the Trustee with any intent to hinder, delay or defraud its
      present or future creditors;

            (vii) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a), the value of
      the Depositor's assets, either taken at their present fair saleable value
      or at fair valuation, will exceed the amount of the Depositor's debts and
      obligations, including contingent and unliquidated debts and obligations
      of the Depositor, and the Depositor will not be left with unreasonably
      small assets or capital with which to engage in and conduct its business;

            (ix) The Depositor does not intend to, and does not believe that it
      will, incur debts or obligations beyond its ability to pay such debts and
      obligations as they mature;

            (x) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Depositor are pending or contemplated;

            (xi) Immediately prior to the transfer of the Original Trust
      Mortgage Loans to the Trustee for the benefit of the Certificateholders
      pursuant to this Agreement, the Depositor had such right, title and
      interest in and to each Original Trust Mortgage Loan as was transferred to
      it by the related Mortgage Loan Seller pursuant to the related Mortgage
      Loan Purchase Agreement;

            (xii) The Depositor has not transferred any of its right, title and
      interest in and to the Original Trust Mortgage Loans to any Person other
      than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the Original Trust Mortgage Loans to the Trustee for
      the benefit of the Certificateholders free and clear of any and all liens,
      pledges, charges, security interests and other encumbrances created by or
      through the Depositor;

            (xiv) Except for any actions that are the express responsibility of
      another party hereunder or under any Mortgage Loan Purchase Agreement, and
      further except for actions that the Depositor is expressly permitted to
      complete subsequent to the Closing Date, the Depositor has taken all
      actions required under applicable law to effectuate the transfer of all of
      its right, title and interest in and to the Original Trust Mortgage Loans
      by the Depositor to the Trustee; and

            (xv) Following consummation of the conveyance of the Original Trust
      Mortgage Loans by the Depositor to the Trustee, the Depositor shall take
      no action inconsistent with the Trust Fund's ownership of the Original
      Trust Mortgage Loans, and if a third party, including a potential
      purchaser of the Original Trust Mortgage Loans, should inquire, the
      Depositor shall promptly indicate that the Original Trust Mortgage Loans
      have been sold and shall claim no ownership interest therein.

            (b) If any Certificateholder, either Master Servicer, the Special
Servicer or the Trustee discovers (without implying any duty of such person to
make, or attempt to make, such discovery) or receives notice of a Defect or a
Breach with respect to any Trust Mortgage Loan, it shall give notice to the
applicable Master Servicer, the Special Servicer and the Trustee. If the
applicable Master Servicer or the Special Servicer determines that such Defect
or Breach materially and adversely affects the value of any Trust Mortgage Loan
or the interests of the Certificateholders therein (any such Defect or Breach, a
"Material Defect" and a "Material Breach," respectively), it shall give prompt
written notice of such Material Defect or Material Breach to the Depositor, the
Trustee, the applicable Master Servicer, the Special Servicer and the applicable
Mortgage Loan Seller and shall request that such Mortgage Loan Seller, not later
than 90 days from the receipt by the applicable Mortgage Loan Seller of such
request (subject to the second succeeding paragraph, the "Initial Resolution
Period"), (i) cure such Material Defect or Material Breach in all material
respects, (ii) repurchase the affected Trust Mortgage Loan at the applicable
Purchase Price in conformity with the related Mortgage Loan Purchase Agreement,
or (iii) substitute a Qualified Substitute Trust Mortgage Loan for such affected
Trust Mortgage Loan (provided that in no event shall such substitution occur
later than the second anniversary of the Closing Date) and pay to the applicable
Master Servicer for deposit into the Collection Account any Substitution
Shortfall Amount in connection therewith in conformity with the related Mortgage
Loan Purchase Agreement; provided, however, that if (i) such Material Defect or
Material Breach is capable of being cured but not within the Initial Resolution
Period, (ii) such Material Defect or Material Breach is not related to any Trust
Mortgage Loan's not being a "qualified mortgage" within the meaning of the REMIC
Provisions, and (iii) the Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect or Material Breach within the
Initial Resolution Period, then the applicable Mortgage Loan Seller shall have
an additional 90 days to cure such Material Defect or Material Breach (provided
that the applicable Mortgage Loan Seller has delivered to the applicable Master
Servicer, the Special Servicer, the Rating Agencies and the Trustee an officer's
certificate from an officer of the applicable Mortgage Loan Seller that
describes the reasons that the cure was not effected within the Initial
Resolution Period and the actions that it proposes to take to effect the cure
and that states that it anticipates that the cure will be effected within the
additional 90-day period).

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Trust Mortgage Loan
and the value of a Trust Mortgage Loan: (a) the absence from the Mortgage File
of the original signed Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity; (b) the absence from the Mortgage File of the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as recorded or as sent for recordation, together
with a certificate stating that the original signed Mortgage was sent for
recordation, or a copy of the Mortgage and the related recording information;
(c) the absence from the Mortgage File of the item called for by paragraph (ix)
of the definition of Mortgage File; (d) the absence from the Mortgage File of
any intervening assignment required to create an effective assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or as sent for
recordation, together with a certificate stating that the original intervening
assignment was sent for recordation; (e) the absence from the Mortgage File of
any required original Letter of Credit (unless such original has been delivered
to the applicable Master Servicer and a copy thereof is part of the Mortgage
File) provided that such Defect may be cured by the provision of a substitute
Letter of Credit or a cash reserve on behalf of the related Borrower; or (f) the
absence from the Mortgage File of the original or a copy of any required Ground
Lease. The absence of a document checklist from a Mortgage File shall in no
event constitute a Material Defect.

            Any Defect or Breach which causes any Trust Mortgage Loan not to be
a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of the
Certificateholders therein and the Initial Resolution Period for the affected
Trust Mortgage Loan shall be 90 days following the earlier of (i) notice to the
Mortgage Loan Seller of the discovery of such Defect or Breach by any party to
this Agreement and (ii) the related Mortgage Loan Seller's discovery of such
Defect or Breach (which period shall not be subject to extension).

            If any affected Trust Mortgage Loan is to be repurchased by reason
of a Material Breach or a Material Defect with respect thereto, the applicable
Master Servicer shall designate the Collection Account as the account into which
funds in the amount of the Purchase Price are to be deposited by wire transfer.

            If (x) a Trust Mortgage Loan is to be repurchased or substituted for
as contemplated above, (y) such Trust Mortgage Loan is a Crossed Trust Mortgage
Loan and (z) the applicable Defect or Breach does not otherwise constitute a
Material Defect or a Material Breach, as the case may be, as to any related
Crossed Trust Mortgage Loan, then the applicable Defect or Breach shall be
deemed to constitute a Material Defect or a Material Breach as to any related
Crossed Trust Mortgage Loan for purposes of the above provisions, and the
Mortgage Loan Seller shall be required to repurchase or substitute for any
related Crossed Trust Mortgage Loan in accordance with the provisions above
unless the Crossed Trust Mortgage Loan Repurchase Criteria would be satisfied if
the related Mortgage Loan Seller were to repurchase or substitute for only the
affected Crossed Trust Mortgage Loans as to which a Material Defect or Material
Breach had occurred without regard to this paragraph, and in the case of either
such repurchase or substitution, all of the other requirements set forth in this
Section 2.03 applicable to a repurchase or substitution, as the case may be,
would be satisfied. In the event that the Crossed Trust Mortgage Loan Repurchase
Criteria would be so satisfied, the Mortgage Loan Seller may elect either to
repurchase or substitute for only the affected Crossed Trust Mortgage Loan as to
which the Material Defect or Material Breach exists or to repurchase or
substitute for the aggregated Crossed Trust Mortgage Loans. The determination of
the Special Servicer as to whether the Crossed Trust Mortgage Loan Repurchase
Criteria have been satisfied shall be conclusive and binding in the absence of
manifest error. In the event that one or more of such other Crossed Trust
Mortgage Loans satisfy the Crossed Trust Mortgage Loan Repurchase Criteria, the
related Mortgage Loan Seller may elect either to repurchase or substitute for
only the affected Crossed Trust Mortgage Loan as to which the related Defect or
Breach exists or to repurchase or substitute for all of the Crossed Trust
Mortgage Loans. The Special Servicer will be entitled to cause to be delivered,
or direct the related Mortgage Loan Seller to (in which case such Mortgage Loan
Seller shall) 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 Trust Mortgage Loan
Repurchase Criteria has been satisfied, in each case at the expense of the
related Mortgage Loan Seller if the scope and cost of the Appraisal is approved
by the related Mortgage Loan Seller (such approval not to be unreasonably
withheld).

            With respect to any Crossed Trust Mortgage Loan conveyed hereunder,
to the extent that the related Mortgage Loan Seller repurchases an affected
Crossed Trust Mortgage Loan in the manner prescribed above while the Trustee
continues to hold any related Crossed Trust Mortgage Loans, the related Mortgage
Loan Seller and the Depositor have agreed in the Mortgage Loan Purchase
Agreement to modify, upon such repurchase or substitution, the related Mortgage
Loan Documents in a manner such that such affected Crossed Trust Mortgage Loan
repurchased or substituted by such Mortgage Loan Seller, on the one hand, and
any related Crossed Trust Mortgage Loans held by the Trustee, on the other,
would no longer be cross-defaulted or cross-collateralized with one another;
provided that the applicable Mortgage Loan Seller, at its expense, shall have
furnished the Trustee with an Opinion of Counsel that such modification shall
not cause an Adverse REMIC Event; provided, further, that if such Opinion cannot
be furnished, the applicable Mortgage Loan Seller and the Depositor have agreed
in the applicable Mortgage Loan Purchase Agreement that such repurchase or
substitution of only the affected Crossed Trust Mortgage Loan, notwithstanding
anything to the contrary herein, shall not be permitted (in which case, such
Mortgage Loan Seller will be obligated to purchase all Crossed Trust Mortgage
Loans). Any reserve or other cash collateral or Letters of Credit securing the
affected Crossed Trust Mortgage Loans shall be allocated between such Trust
Mortgage Loans in accordance with the Mortgage Loan Documents. All other terms
of the Trust Mortgage Loans shall remain in full force and effect, without any
modification thereof (unless otherwise modified in accordance with Section 3.20
hereof).

            In connection with any repurchase of or substitution for a Trust
Mortgage Loan contemplated by this Section 2.03, the Trustee, the applicable
Master Servicer and the Special Servicer shall each tender to the related
Mortgage Loan Seller (in the event of a repurchase or substitution by the
related Mortgage Loan Seller) upon delivery to each of the Trustee, the
applicable Master Servicer and the Special Servicer of a trust receipt executed
by such Mortgage Loan Seller; (i) all portions of the Mortgage File, the
Servicing File and other documents pertaining to such Trust Mortgage Loan
possessed by it, and each document that constitutes a part of the Mortgage File
that was endorsed or assigned to the Trustee, shall be endorsed or assigned, as
the case may be, to such Mortgage Loan Seller in the same manner as provided in
Section 7 of the related Mortgage Loan Purchase Agreement, and (ii) any escrow
payments and reserve funds held by it, or on its behalf, with respect to such
repurchased or replaced Trust Mortgage Loan.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Trust Mortgage Loan, the related
Mortgage Loan Seller will not be obligated to repurchase or substitute for the
entire Trust Mortgage Loan if the Trust Mortgage Loan may, pursuant to the terms
of the related Mortgage Loan Documents, be severed to allow for the repurchase
of a portion of the Trust Mortgage Loan representing the affected Mortgaged
Property and the Mortgage Loan remaining after such severance satisfies the
requirements, if any, set forth in the Mortgage Loan Documents and (i) the
Mortgage Loan Seller provides an Opinion of Counsel to the effect that such
partial release would not cause an Adverse REMIC Event to occur, (ii) such
Mortgage Loan Seller pays (or causes to be paid) the applicable release price
required under the Mortgage Loan Documents and, to the extent not covered by
such release price, any additional amounts necessary to cover all reasonable
out-of-pocket expenses reasonably incurred by the applicable Master Servicer,
the 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 cures of Material Breach or Material Defect in this Section 2.03(b).

            Whenever one or more Replacement Trust Mortgage Loans are
substituted for a Defective Trust Mortgage Loan by the related Mortgage Loan
Seller, the Master Servicer shall direct the party effecting the substitution to
deliver the related Mortgage File to the Trustee, to certify that such
Replacement Trust Mortgage Loan satisfies or such Replacement Trust Mortgage
Loans satisfy, as the case may be, all of the requirements of the definition of
"Qualified Substitute Trust Mortgage Loan" and to send such certification to the
Trustee. No mortgage loan may be substituted for a Defective Trust Mortgage
Loan, as contemplated by this Section 2.03, if the Trust Mortgage Loan to be
replaced was itself a Replacement Trust Mortgage Loan, in which case, absent a
cure of the relevant Material Breach or Material Defect in accordance herewith,
the affected Trust Mortgage Loan will be required to be repurchased as
contemplated hereby. Monthly Payments due with respect to each Replacement Trust
Mortgage Loan after the related date of substitution, and Monthly Payments due
with respect to each Trust Mortgage Loan that is being replaced thereby after
the related Due Date in November 2007 and on or prior to the related date of
substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Replacement Trust Mortgage Loan on or prior to the related date of
substitution, and Monthly Payments due with respect to each Trust Mortgage Loan
that is being replaced thereby after the related date of substitution, shall not
be part of the Trust Fund and are to be remitted by the applicable Master
Servicer to the party effecting the related substitution promptly following
receipt.

            All references in the foregoing paragraphs of this Section 2.03(b)
to "Mortgage Loan Seller" shall be deemed to also be references to the
Performance Guarantor (but only if and to the extent that the Performance
Guarantor would, pursuant to the Performance Guarantee, be liable for those
obligations of Column as the Column Mortgage Loan Seller under the Column
Mortgage Loan Purchase Agreement that are contemplated above in this Section
2.03(b)).

            Section 7 of each of the Mortgage Loan Purchase Agreements and the
Performance Guarantee provide the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect or Breach.

            If any Mortgage Loan Seller (and the Performance Guarantor) defaults
on its obligations to repurchase any Trust Mortgage Loan as contemplated by
Section 2.03(b), the Trustee shall promptly notify the Certificateholders, the
Rating Agencies, the applicable Master Servicer and the Special Servicer of such
default. The Trustee shall enforce the obligations of the applicable Mortgage
Loan Seller under Section 7 of the related Mortgage Loan Purchase Agreement and
the obligations of the Performance Guarantor under the Performance Guarantee.
Such enforcement, including, without limitation, the legal prosecution of
claims, shall be carried out in such form, to such extent and at such time as if
it were, in its individual capacity, the owner of the affected Trust Mortgage
Loan(s). The Trustee shall be reimbursed for the reasonable costs of such
enforcement: first, from a specific recovery of costs, expenses or attorneys'
fees against the defaulting Mortgage Loan Seller; second, pursuant to Section
3.05(a)(ix) out of the related Purchase Price, to the extent that such expenses
are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(x) out of general
collections on the Trust Mortgage Loans on deposit in the Collection Account.

            If any Mortgage Loan Seller or the Performance Guarantor incurs any
expense in connection with the curing of a Breach which also constitutes a
default under the related Trust Mortgage Loan, such Mortgage Loan Seller or the
Performance Guarantor, as the case may be, shall have a right, and shall be
subrogated to the rights of the Trustee, as successor to the mortgagee, to
recover the amount of such expenses from the related Borrower; provided,
however, that such Mortgage Loan Seller's or the Performance Guarantor's rights
pursuant to this paragraph shall be junior, subject and subordinate to the
rights of the Trust Fund to recover amounts owed by the related Borrower under
the terms of such Trust Mortgage Loan, including the rights to recover
unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trust Fund
allocable to such Trust Mortgage Loan; and provided, further, that in the event
and to the extent that such expenses of such Mortgage Loan Seller or the
Performance Guarantor, as the case may be, in connection with any Trust Mortgage
Loan exceed five percent of the then outstanding principal balance of such Trust
Mortgage Loan, then the applicable Mortgage Loan Seller's or the Performance
Guarantor's rights to reimbursement pursuant to this paragraph with respect to
such Trust Mortgage Loan and such excess expenses shall not (without the prior
written consent of the applicable Master Servicer or the Special Servicer, as
applicable, which shall not be unreasonably withheld or delayed) be exercised
until the payment in full of such Trust Mortgage Loan (as such Trust Mortgage
Loan may be amended or modified pursuant to the terms of this Agreement).
Notwithstanding any other provision of this Agreement to the contrary, the
applicable Master Servicer shall not have any obligation pursuant to this
Agreement to collect such reimbursable amounts on behalf of the related Mortgage
Loan Seller or the Performance Guarantor, as the case may be; provided, however,
that the preceding clause shall not operate to prevent the applicable Master
Servicer from using reasonable efforts, exercised in the applicable Master
Servicer's sole discretion, to collect such amounts to the extent consistent
with the Servicing Standard. The applicable Mortgage Loan Seller or the
Performance Guarantor may pursue its rights to reimbursement of such expenses
directly against the Borrower, by suit or otherwise; provided that (i) the
applicable Master Servicer or, with respect to a Specially Serviced Trust
Mortgage Loan, the Special Servicer determines in the exercise of its sole
discretion consistent with the Servicing Standard that such actions by the
applicable Mortgage Loan Seller or the Performance Guarantor, as the case may
be, will not impair the applicable Master Servicer's and/or the Special
Servicer's collection or recovery of principal, interest and other sums due with
respect to the related Mortgage Loan which would otherwise be payable to the
applicable Master Servicer, the Special Servicer, the Trustee, the
Certificateholders and any related Junior Loan Holder(s) or Companion 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 Mortgage
Loan Documents and (iv) such actions will not result in the imposition of an
additional lien against the Mortgaged Property.

            In connection with a repurchase of the Albers Mill Loan or
Hilton-Ontario Loan, as contemplated by this Section 2.03, the related Loan
REMIC Regular Interest and Loan REMIC Residual Interest shall also be
repurchased from the Trust Fund.

            Section 2.04 Issuance of Uncertificated REMIC I Interests; Execution
of Certificates

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Trust Mortgage Loans (including, with respect to the
Albers Mill Loan and the Hilton-Ontario Loan, the related Loan REMIC Regular
Interest and Loan REMIC Residual Interest) and the delivery of the Mortgage
Files and fully executed original counterparts of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all other assets included in
the Trust Fund. Concurrently with such assignment and delivery, the Trustee (i)
hereby declares that it holds the Trust Mortgage Loans (other than the Albers
Mill Loan and the Hilton-Ontario Loan), exclusive of Excess Interest thereon,
and the Loan REMIC Regular Interests on behalf of REMIC I and the Holders of the
Certificates, (ii) acknowledges the issuance of the Uncertificated REMIC I
Interests and, pursuant to the written request of the Depositor executed by an
officer of the Depositor acknowledges that it has caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor the
Class LR Certificates (other than with respect to the Loan REMIC Residual
Interests), in exchange for the Trust Mortgage Loans (other than the Albers Mill
Loan and the Hilton-Ontario Loan), exclusive of Excess Interest thereon, and the
Loan REMIC Regular Interests on behalf of REMIC I, receipt of which is hereby
acknowledged, and (iii) pursuant to the written request of the Depositor
executed by an officer of the Depositor, acknowledges that (A) it has executed
and caused the Authenticating Agent to authenticate and to deliver to or upon
the order of the Depositor, in exchange for the Uncertificated REMIC I
Interests, the Regular Certificates and the Class R Certificates, (B) it has
executed and caused the Authenticating Agent to authenticate and to deliver to
or upon the order of the Depositor, in exchange for the Excess Interest, the
Class V Certificates and (C) it has executed and caused the Authenticating Agent
to authenticate and deliver to or upon the order of the Depositor, in exchange
for the Loan REMIC Residual Interests, the Class LR Certificates (other than
with respect to the residual interest in REMIC I), and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates.

            Section 2.05 Acceptance of Grantor Trusts; Issuance of the Class V
and Class LR Certificates

            It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Excess Interest received on the ARD
Trust Mortgage Loans (and any successor REO Trust Mortgage Loans with respect
thereto) constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust V."
The Trustee, by its execution and delivery hereof, acknowledges the assignment
to it of the assets of Grantor Trust V and declares that it holds and will hold
such assets in trust for the exclusive use and benefit of all present and future
Holders of the Class V Certificates. Concurrently with the assignment to it of
the assets included in Grantor Trust V, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, to or upon the order of
the Depositor, the Class V Certificates in authorized denominations evidencing
the entire beneficial ownership of Grantor Trust V. The rights of the Holders of
the Class V Certificates to receive distributions from the proceeds of Grantor
Trust V, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.

            It is the intention of the parties hereto that the Loan REMIC
Residual Interests constitute a Grantor Trust for federal income tax purposes
and, further, that such segregated pool of assets be designated as "Grantor
Trust LR." The Trustee, by its execution and delivery hereof, acknowledges the
assignment to it of the assets of Grantor Trust LR and declares that it holds
and will hold such assets in trust for the exclusive use and benefit of all
present and future Holders of the Class LR Certificates. Concurrently with the
assignment to it of the assets included in Grantor Trust LR, the Trustee shall
execute, and the Certificate Registrar shall authenticate and deliver, to or
upon the order of the Depositor, the Class LR Certificates in authorized
denominations evidencing the entire beneficial ownership of Grantor Trust LR.
The rights of the Holders of the Class LR Certificates to receive distributions
from the proceeds of Grantor Trust LR, and all ownership interests of such
Holders in and to such distributions, shall be as set forth in this Agreement.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Master Servicers to Act as Master Servicers; Special
Servicer to Act as Special Servicer; Administration of the Mortgage Loans

            (a) (X) Master Servicer No. 1, any successor Master Servicer to
Capmark and the Special Servicer shall service and administer the Mortgage Loans
(and, with respect to the Special Servicer, any REO Properties) that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as a collective whole) or, in the case of a Mortgage Loan
Combination, in the best interests and for the benefit of the Certificateholders
and the related B Loan Holder or Companion Loan Holder (as a collective whole)
(as determined by the applicable Master Servicer or the Special Servicer, as the
case may be, in its reasonable judgment), in accordance with applicable law, the
terms of this Agreement, the terms of the respective Mortgage Loans and any and
all applicable intercreditor, co-lender and similar agreements and, to the
extent consistent with the foregoing, further as follows (the "General Servicing
Standard")--

            (i) (A) in the same manner in which, and with the same care, skill,
      prudence and diligence with which such Master Servicer or the Special
      Servicer, as the case may be, services and administers similar mortgage
      loans for other third-party portfolios, giving due consideration to the
      customary and usual standards of practice of prudent institutional
      commercial and multifamily mortgage loan servicers servicing mortgage
      loans for third parties, and (B) with the same care, skill, prudence and
      diligence with which such Master Servicer or the Special Servicer, as the
      case may be, services and administers commercial and multifamily mortgage
      loans owned by such Master Servicer or the Special Servicer, as the case
      may be, whichever standard is higher;

            (ii) in the case of a Master Servicer, with a view to the timely
      collection of all scheduled payments of principal and interest under the
      subject Mortgage Loans and, in the case of the Special Servicer, if a
      Mortgage Loan comes into and continues in default and if, in the good
      faith and reasonable judgment of the Special Servicer, no satisfactory
      arrangements can be made for the collection of the delinquent payments,
      the maximization of the recovery of principal and interest on such
      Mortgage Loan to the Certificateholders (as a collective whole) (or, in
      the case of a Mortgage Loan Combination, to the Certificateholders and the
      related B Loan Holder (as a collective whole)) (taking into consideration
      the subordinate nature of the B Loans) on a net present value basis; and

            (iii) without regard to--

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

                  (B) the ownership of any Certificate or any interest in a
            mezzanine loan or a B Loan by such Master Servicer or the Special
            Servicer, as the case may be, or by any Affiliate thereof,

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

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

                  (E) the right of such Master Servicer (or any Affiliate
            thereof) or the Special Servicer (or any Affiliate thereof), as the
            case may be, to receive reimbursement of costs, or the sufficiency
            of any compensation payable to it, or with respect to any particular
            transaction,

                  (F) the ownership, servicing or management for itself or
            others of any other mortgage loans or mortgaged properties by such
            Master Servicer or the Special Servicer or any Affiliate of such
            Master Servicer or the Special Servicer, as applicable,

                  (G) any obligation of such Master Servicer or any of its
            Affiliates (in the capacity as a Mortgage Loan Seller) to cure a
            breach of a representation or warranty or repurchase any Trust
            Mortgage Loan, or

                  (H) any debt that a Master Servicer or Special Servicer or any
            Affiliate of such Master Servicer or Special Servicer, as
            applicable, has extended to any Borrower or any Affiliates of any
            Borrower; and

            (Y) Capmark shall service and administer the Mortgage Loans in
accordance with applicable law, the terms of this Agreement, the respective
terms of the Mortgage Loans and, to the extent not inconsistent with the
foregoing, further as follows: (a) with the same care, skill and diligence as is
normal and usual in Capmark's (as Master Servicer No. 2) mortgage servicing
activities on behalf of third parties or on behalf of itself, whichever is
higher, with respect to mortgage loans that are comparable to the Mortgage
Loans; (b) with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans and the maximization of the
recovery on the Mortgage Loans to the certificateholders (as a collective whole)
(or in the case of any Mortgage Loan Combination, if any, the maximization of
recovery on such Mortgage Loan Combination to the Certificateholders and the
related B Loan Holder(s) or Companion Loan Holder, as applicable, all taken as a
collective whole and taking into account the subordination of any B Loan) on a
net present value basis; and (c) without regard to-- (i) any relationship that
such Master Servicer, or any Affiliate thereof, may have with the related
borrower, (ii) the ownership of any certificate, mezzanine loan, companion loan
or any B loans by such Master Servicer, or by any Affiliate thereof, (iii) such
Master Servicer's obligation to make Advances, (iv) the right of such Master
Servicer, or any Affiliate thereof, to receive reimbursement of costs, or the
sufficiency of any compensation payable to it, hereunder or with respect to any
particular transaction, or (v) any obligation of such 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 related Mortgage Loan (the
"Capmark Servicing Standard," and together with the General Servicing Standard,
the "Servicing Standard").

            Master Servicer No. 1 shall service and administer the Group A Loans
in accordance with this Agreement, and Master Servicer No. 2 shall service and
administer the Group B Loans in accordance with this Agreement.

            The parties hereto acknowledge that, pursuant to the 60 Wall Street
Intercreditor Agreement, the 60 Wall Street Total Loan is to be serviced and
administered by the 60 Wall Street Master Servicer and the 60 Wall Street
Special Servicer in accordance with the 60 Wall Street Servicing Agreement
(provided that the applicable Master Servicer is responsible for performing such
limited services with respect to the 60 Wall Street Loan as are specifically set
forth in this Agreement).

            For so long as (i) the 60 Wall Street Loan or any related REO
Mortgage Loan are part of the Mortgage Pool and (ii) the 60 Wall Street Total
Loan and/or any 60 Wall Street REO Property are being serviced and administered
under any 60 Wall Street Servicing Agreement, the applicable Master Servicer or,
if the applicable Master Servicer is the same Person as the 60 Wall Street
Master Servicer, the Special Servicer, shall use reasonable efforts to monitor
the performance and, to the extent that it has standing to do so, enforce the
obligations of the 60 Wall Street Master Servicer and the 60 Wall Street Special
Servicer, respectively, under such 60 Wall Street Servicing Agreement. Such
enforcement, including the legal prosecution of claims and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the applicable Master Servicer or the Special Servicer, as
applicable, in its reasonable judgment, determines in accordance with the
Servicing Standard. The reasonable costs and expenses incurred by the applicable
Master Servicer or the Special Servicer, as applicable, in connection with such
enforcement shall be paid by, and reimbursable as, Servicing Advances. The
applicable Master Servicer and Special Servicer shall exercise the rights of the
"Noteholder" of "Promissory Note A-7" under the 60 Wall Street Intercreditor
Agreement.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Trust Mortgage
Loans (other than the 60 Wall Street Loan) as to which a Servicing Transfer
Event has occurred and is continuing (the "Specially Serviced Trust Mortgage
Loans"), together with any related B Loans or Companion Loans that are being
serviced hereunder (collectively with the Specially Serviced Trust Mortgage
Loans, the "Specially Serviced Mortgage Loans"), and (ii) any REO Properties.
Notwithstanding the foregoing, the applicable Master Servicer shall continue to
make all calculations, and prepare, and deliver to the Trustee, all reports
required to be prepared by the applicable Master Servicer hereunder with respect
to the Specially Serviced Trust Mortgage Loans as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Trust
Mortgage Loans) as if no REO Acquisition had occurred, and to render such
incidental services with respect to the Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for herein; provided, however, that
the applicable Master Servicer shall not be liable for failure to comply with
such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Master Servicer to comply with
such duties or a failure of the Special Servicer to prepare and deliver to such
Master Servicer data required hereunder to be delivered by the Special Servicer
to such Master Servicer. Each Trust Mortgage Loan that becomes a Specially
Serviced Trust Mortgage Loan shall continue as such until all Servicing Transfer
Events have ceased to exist with respect to such Trust Mortgage Loan as
described in the definition of "Servicing Transfer Event." A B Loan or Companion
Loan shall cease to be a Specially Serviced Mortgage Loan at such time as the
related Trust Mortgage Loan ceases to be a Specially Serviced Trust Mortgage
Loan as described in the definition of "Servicing Transfer Event." Without
limiting the foregoing, subject to Section 3.21, each Master Servicer shall be
obligated to service and administer all Mortgage Loans it is required to service
which are not Specially Serviced Mortgage Loans; provided, however, that the
Special Servicer shall have the exclusive right to approve any draw down of
funds under any Letter of Credit provided by the related Borrower with respect
to any Trust Mortgage Loan, and to approve any modification, amendment,
alteration or renewal of such Letter of Credit, it being agreed, however, that
the applicable Master Servicer shall provide the Special Servicer with notice of
any communication with respect to a Borrower's inability to renew any such
Letter of Credit.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Mortgage Loans, each Master Servicer and, with
respect to the Specially Serviced Mortgage Loans and REO Mortgage Loans, the
Special Servicer each shall have full power and authority, acting alone or
through Sub-Servicers, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the applicable
Master Servicer and the Special Servicer, each in its own name, is hereby
authorized and empowered by the Trustee and obligated to execute and deliver, on
behalf of the Certificateholders, any affected B Loan Holder, any affected
Companion Loan Holder and the Trustee or any of them, with respect to each
Mortgage Loan it is obligated to service under this Agreement, any and all
financing statements, continuation statements and other documents or instruments
necessary to maintain the lien created by the related Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and
related collateral; subject to Section 3.20, any and all modifications, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File; and any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments. Subject to Section 3.10, the Trustee shall furnish, or
cause to be furnished, to the applicable Master Servicer and the Special
Servicer any limited powers of attorney and other documents necessary or
appropriate to enable the applicable Master Servicer or the Special Servicer, as
the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any negligence
with respect to, or misuse of, any such power of attorney by the applicable
Master Servicer or the Special Servicer.

            (c) The relationship of each Master Servicer and the Special
Servicer to the Trustee and, unless they are the same Person, to one another,
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or, except as specifically
set forth herein, agent.

            (d) In the event that there shall occur a CBA A/B Material Default
with respect to any CBA A/B Mortgage Loan Combination, and for so long as such
CBA A/B Material Default shall be continuing, the applicable Master Servicer
and/or the Special Servicer, as applicable, shall be obligated to service,
subject to the terms and conditions of the related CBA A/B Intercreditor
Agreement, the related CBA B Loan on behalf of the related B Loan Holder, and
all references herein to "Mortgage Loan" (and, if the related CBA A Loan is a
Specially Serviced Trust Mortgage Loan, all references herein to "Specially
Serviced Mortgage Loan") shall include a CBA B Loan that is being serviced under
this Agreement.

            (e) Pursuant to the related Intercreditor Agreement, each Junior
Loan Holder and Companion Loan Holder has agreed that the applicable Master
Servicer and the Special Servicer are authorized and obligated to service and
administer the subject Mortgage Loan Combination pursuant to this Agreement.
Subject to the consultation and approval rights of the Series 2007-C5 Directing
Certificateholder under this Agreement and any consultation and approval rights
of the related Junior Loan Holder or Companion Loan Holder, if any, set forth in
the related Intercreditor Agreement, the applicable Master Servicer (or the
Special Servicer if required or permitted pursuant to, and in accordance with,
the terms of this Agreement) shall be entitled, during any period when any
Junior Loan or Companion Loan that is being serviced under this Agreement does
not constitute a Specially Serviced Mortgage Loan, to exercise the rights and
powers granted under the corresponding Intercreditor Agreement(s) to the holder
of the applicable Trust Mortgage Loan or to any servicer appointed thereby or
acting on its behalf, subject to the limitations of such Intercreditor Agreement
and to the rights and powers of the related Junior Loan Holder(s), if any, under
such Intercreditor Agreement.

            Section 3.02 Collection of Mortgage Loan Payments

            (a) Each Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standard). Consistent with the
foregoing, each Master Servicer or the Special Servicer may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage
Loan it is obligated to service hereunder; provided that (subject to the last
paragraph of Section 3.21(g)) the Master Servicer must obtain the consent of the
Series 2007-C5 Directing Certificateholder with respect to the waiver of any
Penalty Charge with respect to the related Mortgage Loan (to the extent such
Penalty Charge is then required for the reimbursement of any Advance or
Additional Trust Fund Expense) in excess of three (3) times during any 24-month
period, such consent to be deemed given if not objected to in writing within
five (5) days of receipt of notice.

            (b) If a Master Servicer or the Special Servicer receives, or
receives notice from the related Borrower that it will be receiving, Excess
Interest on any ARD Trust Mortgage Loan in any Collection Period, such Master
Servicer or the 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.

            (c) The applicable Master Servicer shall not accept a Principal
Prepayment of any Trust Mortgage Loan by the related Borrower on any date other
than a Due Date if accepting such payment would cause a Prepayment Interest
Shortfall, unless the Borrower is permitted to make such prepayment pursuant to
the terms of the related Mortgage Loan Documents, 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 the applicable Master
Servicer accepts a Principal Prepayment of any Trust Mortgage Loan by the
Borrower on any date other than a Due Date which causes a Prepayment Interest
Shortfall (unless such Principal Prepayment is in respect of (i) a Specially
Serviced Trust Mortgage Loan (provided the Special Servicer consents to such
prepayment), (ii) a payment of Insurance and Condemnation Proceeds, (iii) a
payment subsequent to a default under the related Mortgage Loan Documents
(provided 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 Special Servicer which shall not be unreasonably
withheld or delayed and in any event shall be deemed granted if not denied
within five Business Days), (iv) a payment pursuant to applicable law or court
order, (v) a payment the related Borrower is permitted to make under the terms
of the related Mortgage Loan Documents (without any discretion on the part of
the lender) or (vi) a payment accepted by the applicable Master Servicer at the
request of or with the consent of the Series 2007-C5 Directing
Certificateholder), such Master Servicer shall remit to the Trustee on or before
2:00 p.m., New York City time, on the related Master Servicer Remittance Date
for deposit in the Distribution Account, immediately available funds in an
amount equal to any Prepayment Interest Shortfall resulting from such Principal
Prepayment (which remittance shall fully cure any breach under this Section
3.02(c)), but in no event shall any such Prepayment Interest Shortfall exceed
such Master Servicer's Servicing Fee for the related Collection Period.

            (d) Promptly following the Closing Date, the Trustee shall send
written notice to the 60 Wall Street Master Servicer and the 60 Wall Street
Trustee stating that, as of the Closing Date, the Trustee is the holder of the
60 Wall Street Loan and directing the 60 Wall Street Master Servicer to remit to
the applicable Master Servicer all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to the applicable Master
Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the 60 Wall Street Loan under the 60 Wall Street Intercreditor
Agreement and the 60 Wall Street Servicing Agreement. In the event that the 60
Wall Street Servicing Agreement is replaced by another servicing agreement and a
Responsible Officer of the Trustee is aware of such replacement or the
applicable Master Servicer or Special Servicer is aware of such replacement,
then the applicable Master Servicer or Special Servicer shall notify the Trustee
and the Trustee shall promptly send a comparable written notice to the then
holder of the 60 Wall Street Companion Loans and to the 60 Wall Street Master
Servicer under such new servicing agreement. The applicable Master Servicer
shall deposit into the Collection Account all amounts received by it from the 60
Wall Street Master Servicer or any other party under any 60 Wall Street
Servicing Agreement with respect to the 60 Wall Street Loan, or Mortgaged
Property or any REO Property related to the 60 Wall Street Loan. In the event
the applicable Master Servicer fails to so receive any amounts due to the holder
of the 60 Wall Street Loan during any calendar month under the 60 Wall Street
Intercreditor Agreement and any 60 Wall Street Servicing Agreement by 2:00 p.m.
(New York City time) on the Master Servicer Remittance Date in such calendar
month, the applicable Master Servicer shall (i) notify the 60 Wall Street Master
Servicer or other applicable party responsible for making such remittances, that
such amounts due with respect to the 60 Wall Street Loan have not been received
(specifying the amount of such deficiency) and (ii) if and to the extent that
the amount in question is a Monthly Payment or Assumed Scheduled Payment with
respect to the 60 Wall Street Loan or any related REO Mortgage Loan, make a P&I
Advance (to the extent such P&I Advance is not a Nonrecoverable Advance) with
respect to such amounts as required by the terms of this Agreement in accordance
with Section 4.03. Further, in accordance with Section 4.03, in the event the
applicable Master Servicer is required but fails to make such P&I Advance with
respect to the 60 Wall Street Loan or any related REO Mortgage Loan, then the
Trustee shall make such P&I Advance by the time required pursuant to Section
4.03.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts

            (a) Each Master Servicer shall establish and maintain one or more
accounts for the Mortgage Loans it is obligated to service hereunder (the
"Servicing Accounts"), into which all Escrow Payments received by it with
respect to the Trust Mortgage Loans in its related Servicing Group shall be
deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Mortgage Loan Documents. Each Servicing Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard and to the extent not
inconsistent with the terms of the Mortgage Loans, in an Eligible Account. Funds
on deposit in the Servicing Accounts may be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As and to the extent consistent
with the Servicing Standard, applicable law and the related Mortgage Loan
Documents, each Master Servicer may make withdrawals from the Servicing Accounts
maintained by it, and may apply Escrow Payments held therein with respect to any
Mortgage Loan (together with interest earned thereon), only as follows: (i) to
effect the payment of real estate taxes, assessments, insurance premiums
(including, premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the related Mortgaged Property;
(ii) to reimburse such Master Servicer, the Special Servicer or the Trustee, as
applicable, for any unreimbursed Servicing Advances made thereby (together with
Advance Interest accrued thereon) with respect to such Mortgage Loan to cover
any of the items described in the immediately preceding clause (i); (iii) to
refund to the related Borrower any sums as may be determined to be overages;
(iv) to pay interest or other income, if required and as described below, to the
related Borrower on balances in the Servicing Account (or, if and to the extent
not payable to the related Borrower, to pay such interest or other income (up to
the amount of any Net Investment Earnings in respect of such Servicing Account
for each Collection Period) to the related Master Servicer as Additional
Servicing Compensation); (v) to withdraw amounts deposited in error, (vi) after
an event of default, to pay the principal of, accrued interest on and any other
amounts payable with respect to such Mortgage Loan; or (vii) to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01. The applicable Master Servicer shall pay or cause
to be paid to the related Borrowers interest and other income, if any, earned on
the investment of funds in Servicing Accounts maintained thereby, if and to the
extent required by law or the terms of the related Mortgage Loan Documents. If
the applicable Master Servicer shall deposit in a Servicing Account maintained
by it any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding. Promptly after any Escrow Payments are received by the
Special Servicer from any Borrower, and in any event within two Business Days
after any such receipt, the Special Servicer shall remit such Escrow Payments to
the applicable Master Servicer for deposit in the applicable Servicing
Account(s).

            (b) The Special Servicer, in the case of REO Properties, and the
applicable Master Servicer, in the case of all Mortgage Loans it is required to
service, shall maintain accurate records with respect to each related REO
Property or Mortgaged Property, as applicable, reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien
thereon (including related penalty or interest charges) and the status of
Insurance Policy premiums and any ground rents payable in respect thereof and
the status of any Letters of Credit. The Special Servicer, in the case of REO
Properties, and each Master Servicer, in the case of all Mortgage Loans it is
required to service, shall use reasonable efforts consistent with the Servicing
Standard to obtain all bills for the payment of such items (including renewal
premiums) and shall effect payment thereof from the REO Account or its Servicing
Accounts, as applicable, and, if such amounts are insufficient to pay such items
in full, the applicable Master Servicer shall (subject to Section 3.04(c)) make
a Servicing Advance prior to the applicable penalty or termination date, as
allowed under the terms of the related Mortgage Loan and, in any event,
consistent with the Servicing Standard. Notwithstanding anything to the contrary
in the preceding sentence, with respect to Mortgage Loans that do not provide
for escrows for the payment of taxes and assessments, the applicable Master
Servicer shall (subject to Section 3.04(c)) make a Servicing Advance for the
payment of such items upon the earlier of (i) five Business Days after 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) if applicable, five Business Days before the scheduled date of
foreclosure of any lien arising from nonpayment of such items. In no event shall
the applicable Master Servicer or the Special Servicer be required to make any
such Servicing Advance that would, if made, be a Nonrecoverable Servicing
Advance. To the extent that a Mortgage Loan does not require a Borrower to
escrow for the payment of real estate taxes, assessments, Insurance Policy
premiums, ground rents (if applicable) and similar items, the applicable Master
Servicer and the Special Servicer, as applicable, shall use reasonable efforts
consistent with the Servicing Standard to require that payments in respect of
such items be made by the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Mortgage
Loans and REO Properties for which it is the Master Servicer, each Master
Servicer shall make a Servicing Advance with respect to each related Mortgaged
Property and each REO Property of all such funds as are necessary for the
purpose of effecting the payment of (without duplication) (i) ground rents (if
applicable), (ii) premiums on Insurance Policies, (iii) operating, leasing,
managing and Liquidation Expenses for REO Properties, (iv) environmental
inspections, (v) real estate taxes, assessments and other similar items that are
or may become a lien thereon and (vi) any other amount specifically required to
be paid as a Servicing Advance hereunder, if and to the extent monies in the
Servicing Accounts are insufficient to pay such item when due and the related
Borrower has failed to pay such item on a timely basis; provided that the Master
Servicers shall not be required to make any such advance that would, if made,
constitute a Nonrecoverable Servicing Advance.

            The Special Servicer shall give the applicable Master Servicer and
the Trustee not less than five Business Days' written notice before the date on
which such Master Servicer is required to make any Servicing Advance with
respect to any Mortgage Loan that the Special Servicer is required to service or
any REO Property; provided, however, that only two Business Days' notice shall
be required in respect of Servicing Advances required to be made on an urgent or
emergency basis (the Special Servicer to identify any such urgent or emergency
basis to the applicable Master Servicer at the time it notifies such Master
Servicer of the need to make the Advance); and provided, further, that the
Special Servicer shall not be entitled to make such a request (other than for
Servicing Advances required to be made on an urgent or emergency basis) to a
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 Special Servicer, in which case the Special Servicer
shall remit such Servicing Advances to the ultimate payees. In addition, the
Special Servicer shall provide the 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 the Special Servicer that the applicable Master Servicer make a
Servicing Advance shall be deemed to be a determination by the Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Servicing Advance,
and the 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,
the Special Servicer shall report to the applicable Master Servicer the Special
Servicer's determination as to whether any Servicing Advance previously made by
such Master Servicer with respect to a Specially Serviced Mortgage Loan or
related REO Property is a Nonrecoverable Servicing Advance. The applicable
Master Servicer shall be entitled to conclusively rely on such a determination;
provided that such determination shall be binding upon such Master Servicer if
the Special Servicer determines that such Servicing Advance is a Nonrecoverable
Servicing Advance. The applicable Master Servicer shall not be responsible for
any delay on the part of the Special Servicer to notify it of any required
Servicing Advance with respect to a Specially Serviced Mortgage Loan or related
REO Property.

            Notwithstanding anything to the contrary set forth herein, a Master
Servicer may (or, at the direction of the Special Servicer, upon not less than
five Business Days' (or, if payment is required to be made on an urgent or
emergency basis as indicated by the Special Servicer, two Business Days') prior
written notice if a Specially Serviced Mortgage Loan or related REO Property is
involved, shall) pay directly out of the Collection Account any servicing
expense that, if paid by such Master Servicer or the Special Servicer, would
constitute a Nonrecoverable Servicing Advance (which shall be deemed first made
from amounts distributable as principal and then from all other amounts
comprising general collections); provided that such payment shall be made only
if such Master Servicer (or the Special Servicer, if a Specially Serviced
Mortgage Loan or related REO Property is involved) has determined in accordance
with the Servicing Standard that making such payment is in the best interests of
the Certificateholders (or, in the case of a Mortgage Loan Combination, the
Certificateholders and the related B Loan Holder or Companion Loan Holder, as
applicable) (as a collective whole), as evidenced by an Officer's Certificate
(provided that no Officer's Certificate shall be required if payment is required
to be made on an urgent or emergency basis, and in which case, the applicable
Master Servicer may rely on the Special Servicer's request) promptly delivered
by such Master Servicer or the Special Servicer, as applicable, to the Trustee,
the applicable Master Servicer or the Special Servicer, as applicable, the
Depositor, each Rating Agency, the Series 2007-C5 Directing Certificateholder,
any Requesting Subordinate Certificateholder and any affected B Loan Holder or
Companion Loan Holder, as applicable, setting forth the basis for such
determination and accompanied by any information that such Master Servicer or
the Special Servicer may have obtained that supports such determination; and
provided, further, that, if a Mortgage Loan Combination is involved, and if and
to the extent that funds are available in the related Mortgage Loan Combination
Custodial Account, such payment shall be made from such related Mortgage Loan
Combination Custodial Account.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Sections 3.04 and 3.05. No costs incurred by a Master
Servicer or the Special Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Trust Mortgage Loans, notwithstanding that the terms of such Trust Mortgage
Loans so permit.

            If a Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but it does not do so when such Advance
is required to be made, the Trustee shall, if it has actual knowledge of such
failure on the part of such Master Servicer, give written notice of such failure
to such Master Servicer. If such Servicing Advance is not made by such Master
Servicer within three Business Days after such notice is given to such Master
Servicer, then (subject to Section 7.05) the Trustee shall, within one Business
Day thereafter, make such Servicing Advance.

            (d) In connection with its recovery of any Servicing Advance out of
the Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a), from
a Mortgage Loan Combination Custodial Account pursuant to Section 3.04 or from a
Servicing Account pursuant to Section 3.03(a)(ii), the applicable Master
Servicer, the Special Servicer and the Trustee shall each be entitled to
receive, first out of any Penalty Charges with respect to the related Mortgage
Loan or REO Mortgage Loan, and then out of any other amounts then on deposit in
such Master Servicer's Collection Account, interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of such Servicing Advance from
and including the date made to, but not including, the date of reimbursement;
provided that any such interest with respect to any Servicing Advances made or
deemed made with respect to any related B Loan or Companion Loan or any
successor REO B Loan or REO Companion Loan with respect thereto that is not so
payable out of related Penalty Charges, shall be payable, after such Servicing
Advance is reimbursed, out of any other collections on such Mortgage Loan or REO
Mortgage Loan, as the case may be, on deposit in the applicable Mortgage Loan
Combination Custodial Account (but in no event out of the Trust Fund) (except
that this provision is in no way intended to limit any rights that the
applicable Master Servicer, the Special Servicer or the Trustee may have to
receive payment for such interest on such Servicing Advances from the related B
Loan Holder or Companion Loan Holder, as applicable, under the related
Intercreditor Agreement); and provided, further, that any such interest earned
on any Servicing Advances made with respect to either Mortgage Loan of a
Mortgage Loan Combination or with respect to any REO Property related to a
Mortgage Loan Combination shall be payable out of the related Mortgage Loan
Combination Custodial Account, to the maximum extent permitted by the related
Intercreditor Agreement, before being paid out of general collections on the
Mortgage Pool on deposit in the Collection Account; and provided, further, that
the applicable Master Servicer shall not be entitled to interest on any
Servicing Advance made thereby to the extent a payment that may be applied to
reimburse such Servicing advance is received but is being held by or on behalf
of the applicable Master Servicer in suspense. The applicable Master Servicer
shall reimburse itself, the Special Servicer or the Trustee, as the case may be,
for any outstanding Servicing Advance made by such Master Servicer, the Special
Servicer or the Trustee as soon as practically possible after funds available
for such purpose are deposited in the such Master Servicer's Collection Account
or, if applicable, the related Mortgage Loan Combination Custodial Account;
provided that, upon a determination that a previously made Servicing Advance is
a Nonrecoverable Servicing Advance with respect to any Trust Mortgage Loan or
REO Trust Mortgage Loan the applicable Master Servicer may reimburse itself, the
Special Servicer or the Trustee, as applicable, immediately from general
collections in the applicable Master Servicer's Collection Account or, solely to
the extent amounts therein are not sufficient, from general collections in the
other Master Servicer's Collection Account. Notwithstanding the foregoing,
instead of obtaining reimbursement out of general collections on the Mortgage
Pool immediately, the applicable Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion, elect to obtain
reimbursement for such Nonrecoverable Servicing Advance over a period of time
(not to exceed 12 months), with interest thereon at the Reimbursement Rate
(except that at any time after such a determination to obtain reimbursement over
time in accordance with this proviso, the applicable Master Servicer, the
Special Servicer or the Trustee, as applicable, may, in its sole discretion,
decide to obtain reimbursement from general collections on the Mortgage Pool
immediately), provided, however, that a Master Servicer, the Special Servicer or
the Trustee, as applicable, must reimburse itself to the extent of funds in the
Collection Account otherwise distributable as principal. The fact that a
decision to recover any Nonrecoverable Servicing Advance over time, or not to do
so, benefits some Classes of Certificateholders to the detriment of other
Classes shall not constitute a violation of the Servicing Standard by such
Master Servicer or the Special Servicer or a breach of any fiduciary duty owed
to the Certificateholders by the Trustee, or a breach of any other contractual
obligation owed to the Certificateholders by any party to this Agreement.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Trust Mortgage Loan, the
applicable Master Servicer or, with respect to Specially Serviced Trust Mortgage
Loans, the Special Servicer shall request from the Borrower written confirmation
thereof within a reasonable time after the later of the Closing Date and the
date as of which such plan is required to be established or completed. To the
extent any repairs, capital improvements, actions or remediations are required
to have been taken or completed pursuant to the terms of the Trust Mortgage
Loan, the applicable Master Servicer or, with respect to Specially Serviced
Trust Mortgage Loans, the Special Servicer shall request from the Borrower
written confirmation of such actions and remediations within a reasonable time
after the later of the Closing Date and the date as of which such action or
remediations are required to be or to have been taken or completed. To the
extent a Borrower fails to promptly respond to any inquiry described in this
Section 3.03(e), the applicable Master Servicer (with respect to Trust Mortgage
Loans that are not Specially Serviced Trust Mortgage Loans) shall determine
whether the related Borrower has failed to perform its obligations under the
subject Trust Mortgage Loan and report any such failure to the Special Servicer
within a reasonable time after the date as of which such operations and
maintenance plan is required to be established or executed or the date as of
which such actions or remediations are required to be or to have been taken or
completed.

            Section 3.04 The Collection Accounts, Distribution Account, Excess
Interest Distribution Account, Excess Liquidation Proceeds Account and Mortgage
Loan Combination Custodial Accounts

            (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, subject
to Section 3.04(e), in no event later than two Business Day's following receipt
of available funds), except as otherwise specifically provided herein, the
following payments and collections on the Mortgage Loans in its Servicing Group
received after the Cut-off Date (other than payments of principal and interest
on the Trust Mortgage Loans in its Servicing Group due and payable on or before
the Cut-off Date, and other than payments deposited into the Mortgage Loan
Combination Custodial Account pursuant to Section 3.04(e)) and payments on the
Mortgage Loans in its Servicing Group (other than Principal Prepayments)
received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:

            (i) all payments (from whatever source) on account of principal,
      including Principal Prepayments, on the Trust Mortgage Loans (including
      from a debt service reserve account or any party exercising cure rights);
      and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges,
      Static Prepayment Premiums and late payment charges on the Trust Mortgage
      Loans (including from a debt service reserve account or any party
      exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Trust Mortgage Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      or the Excess Interest Distribution Account) together with any amounts
      representing recoveries of Workout-Delayed Reimbursement Amounts or
      Nonrecoverable Advances in respect of the related Trust Mortgage Loans;
      and

            (iv) any amounts required to be transferred to the Collection
      Account from the REO Account pursuant to Section 3.16(c) or from a
      Mortgage Loan Combination Custodial Account pursuant to Section 3.04(e);
      and

            (v) any amounts required to be deposited by 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

            (vi) any amounts required to be deposited by such Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy or master
      single interest policy; and

            (vii) any amounts paid by any Junior Loan Holder or Mezzanine Loan
      Holder in respect of the related A Loan in connection with any cure or
      purchase option exercised pursuant to the terms of the related
      Intercreditor Agreement, or paid or reimbursed from the related Mortgage
      Loan Combination Custodial Account or by such Junior Loan Holder or
      Companion Loan Holder pursuant to Section 3.05; and

            (viii) any amounts received by the applicable Master Servicer with
      respect to the 60 Wall Street Loan pursuant to the 60 Wall Street
      Intercreditor Agreement.

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

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iii) of the second preceding paragraph with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall remit such
amounts to the applicable Master Servicer for deposit into the Collection
Account maintained by such Master Servicer in accordance with the second
preceding paragraph (or, if such Specially Serviced Trust Mortgage Loan is part
of a Mortgage Loan Combination, into the related Mortgage Loan Combination
Custodial Account in accordance with Section 3.04(e)). Any amounts received by
the Special Servicer with respect to an REO Property shall be deposited into the
applicable REO Account and remitted to the applicable Master Servicer for
deposit into the Collection Account (or, if such REO Property relates to a
Mortgage Loan Combination, into the related Mortgage Loan Combination Custodial
Account) pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make deposits in and withdrawals from the Distribution Account in accordance
with the terms of this Agreement. The Master Servicers shall deliver to the
Trustee each month on or before 1:30 p.m., New York City time, on the related
Master Servicer Remittance Date, for deposit in the REMIC I Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clauses (a)(iv), (a)(vii), (d), (e), (f) and (g) of the definition
thereof) for the related Distribution Date then on deposit in the Collection
Account maintained by such Master Servicer. Amounts deposited in respect of the
Albers Mill Loan and the Hilton-Ontario Loan shall be deemed to be distributed
in respect of the related Loan REMIC Regular Interest and the related Loan REMIC
Residual Interest in accordance with the related REMIC Declaration.

            Subject to Section 3.05, each Master Servicer (or, in the case of
clause (iv) below, a Master Servicer or the Special Servicer, as applicable),
shall, as and when required hereunder, deliver to the Trustee for deposit in the
REMIC I 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) with respect to the
      Mortgage Pool;

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

            (iii) any Yield Maintenance Charges on the Trust Mortgage Loans and
      REO Trust Mortgage Loans;

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

            (v) 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)) and
any amounts required to be 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.

            (c) Prior to the Master Servicer Remittance Date relating to any
Collection Period in which Excess Interest is received on any ARD Trust Mortgage
Loan or any distribution is received in respect of any Loan REMIC Residual
Interest, the Trustee shall establish, and maintain the Excess Interest
Distribution Account and the Loan REMIC Residual Distribution Account,
respectively, in the name of the Trustee for the benefit of the Holders of the
Class V Certificates and the Class LR Certificates, respectively. The Loan REMIC
Residual Distribution Account and the Excess Interest Distribution Account shall
be established and maintained as Eligible Accounts or, subject to Section
3.04(h), as subaccounts 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 and the Loan REMIC Residual
Distribution Account an amount equal to the Excess Interest received on the
respective ARD Trust Mortgage Loans or any distribution is received in respect
of any Loan REMIC Residual Interest in its related Servicing Group (or any
successor REO Trust Mortgage Loans with respect thereto) during the related
Collection Period. On each Distribution Date, the Trustee shall withdraw the
Excess Interest on deposit therein from the Excess Interest Distribution Account
and amounts on deposit in the Loan REMIC Residual Distribution Account for
distribution pursuant to Section 4.01(f). On each Distribution Date, the Trustee
shall deposit any Net Investment Loss into the Excess Interest Distribution
Account or the Loan REMIC Residual Distribution Account and shall be permitted
to withdraw any Net Investment Earnings from the Excess Interest Distribution
Account or the Loan REMIC Residual Distribution Account. Following the
distribution of Excess Interest to Holders of the Class V Certificates on the
first Distribution Date after which no ARD Trust Mortgage Loan and no successor
REO Trust Mortgage Loan with respect to an ARD Trust Mortgage Loan remains part
of the Mortgage Pool, the Trustee shall terminate the Excess Interest
Distribution Account. Following the distribution on the Loan REMIC Residual
Interests to Holders of the Class LR Certificates on the first Distribution Date
after the termination of both Loan REMICs, the Trustee shall terminate the Loan
REMIC Residual 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 and, subject to Section 3.04(h),
may be a sub-account of the same Eligible Account as the Distribution Account.
By 2:00 p.m., New York City time, on each Master Servicer Remittance Date, each
Master Servicer shall withdraw from the 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 Collection
Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date on the Mortgage Loans in its Servicing Group. If any
Excess Liquidation Proceeds received by a Master Servicer during any Collection
Period relate to any Junior Loan or Companion Loan, such amount shall be
deposited in the applicable Mortgage Loan Combination Custodial Account. Any
Excess Liquidation Proceeds realized with respect to the Albers Mill Loan or the
Hilton-Ontario Loan shall be deemed distributed in respect of the related Loan
REMIC Residual Interests to the Holders of the Class LR Certificates and
deposited in REMIC I in respect of the residual interest in REMIC I to be held
in 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 Sections 4.01(a) and 4.01(b), over the Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Distribution
Account); provided that on the Business Day prior to the Final Distribution
Date, the 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. On the Business Day prior to each Distribution Date, the Trustee shall
deposit any Net Investment Loss into the Excess Liquidation Proceeds Account and
shall be permitted to withdraw any Net Investment Earnings from the Excess
Liquidation Proceeds Account.

            (e) With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, and with respect to
the Cornerstone Commerce Center B Loan, Princeton B Loan and the 450 Lexington
Avenue Companion Loan from and after the Closing Date, the applicable Master
Servicer shall establish and maintain, or cause to be established and
maintained, a Mortgage Loan Combination Custodial Account, into which the
applicable Master Servicer shall promptly deposit or cause to be deposited (in
no event later than two Business Day's following the receipt of available funds)
(or shall transfer from collections with respect to the related Mortgage Loan
Combination on deposit in the Collection Account maintained by such Master
Servicer if any such amounts were deposited in such account in error), except as
otherwise specifically provided herein, the following payments and collections
on the applicable Mortgage Loan Combination received after the Cut-off Date
(other than payments of principal and interest due and payable on or before the
Cut-off Date) and the following payments and collections (other than Principal
Prepayments) received on the applicable Mortgage Loan Combination by the
applicable Master Servicer on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

            (i) all payments or transfers (from whatever source) on account of
      principal, including Principal Prepayments, on such Mortgage Loan
      Combination (including from a debt service reserve account or any party
      exercising cure rights); and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges
      and late payment charges on such Mortgage Loan Combination (including from
      a debt service reserve account or any party exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds received in respect of
      such Mortgage Loan Combination, together with any amounts representing
      recoveries of Workout-Delayed Reimbursement Amounts or Nonrecoverable
      Advances in respect of the related Mortgage Loan Combination; and

            (iv) all Liquidation Proceeds of the type described in clauses (i)
      and (ii) of the definition of Liquidation Proceeds; and

            (v) any amounts required to be transferred to such Mortgage Loan
      Combination Custodial Account from the REO Account pursuant to Section
      3.16(c);

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

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

            (viii) any amounts paid by the holder of any A Loan or any Mezzanine
      Loan Holder in connection with any purchase option exercised pursuant to
      the terms of the related Intercreditor Agreement, that are distributable
      to the related Junior Loan Holder or Companion Loan Holder.

            The foregoing requirements for deposit by the applicable Master
Servicer in a Mortgage Loan Combination Custodial Account shall be exclusive, it
being understood and agreed that actual payments from a Borrower in the nature
of Escrow Payments, charges for beneficiary statements or demands, assumption
fees, modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the applicable Master
Servicer or the Special Servicer is entitled to retain as additional servicing
compensation pursuant to Section 3.11 need not be deposited by the applicable
Master Servicer in such Mortgage Loan Combination Custodial Account. If a Master
Servicer shall deposit in any Mortgage Loan Combination Custodial Account any
amount not required to be deposited therein, then such Master Servicer
(notwithstanding anything herein to the contrary) may at any time withdraw such
amount from such Mortgage Loan Combination Custodial Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iv) of the second preceding paragraph with respect to any
Specially Serviced Mortgage Loan that is part of a Mortgage Loan Combination
during the period that the related B Loan or Companion Loan is being serviced
hereunder, the Special Servicer shall remit such amounts to the applicable
Master Servicer for deposit in the related Mortgage Loan Combination Custodial
Account pursuant to the second preceding paragraph. Any amounts received by the
Special Servicer with respect to an REO Property that relates to a Mortgage Loan
Combination shall be deposited into the REO Account and remitted to the
applicable Master Servicer for deposit into the related Mortgage Loan
Combination Custodial Account pursuant to Section 3.16(c).

            With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, and with respect to
the Cornerstone Commerce Center B Loan, Princeton B Loan and the 450 Lexington
Avenue Companion Loan from and after the Closing Date, the applicable Master
Servicer shall, as and when required pursuant to the related Intercreditor
Agreement and Section 3.05(a) (and in any event no later than the related Master
Servicer Remittance Date), withdraw from the related Mortgage Loan Combination
Custodial Account and pay to the applicable parties hereunder such amounts as is
permitted under the related Intercreditor Agreement and this Agreement for
purposes of the reimbursement of Advances, the payment of interest on Advances,
the payment of Master Servicing Fees, Primary Servicing Fees, Special Servicing
Fees, Workout Fees and Liquidation Fees and the payment of any other servicing
expenses and fees relating to the subject Mortgage Loan Combination or any
related REO Property and, further, pay to the Trust, as "A Note Holder" (or
similar term) under the related Intercreditor Agreement, and to the B Loan
Holder or Companion Loan Holder, as applicable, all amounts to which each of
them is entitled in respect of the subject A Loan, B Loan or Companion Loan,
respectively, in accordance with the related Intercreditor Agreement. The
foregoing payments shall be made in accordance with the priorities set forth in
the related Intercreditor Agreement. Payments to the Trust shall be made by
transfer of the applicable funds to the Collection Account, and payments to the
B Loan Holder or Companion Loan Holder shall be made in accordance with the
related Intercreditor Agreement.

            Each Master Servicer may pay itself monthly any Net Investment
Earnings with respect to a Mortgage Loan Combination Custodial Account with
respect to a Mortgage Loan it services.

            (f) [Reserved]

            (g) Funds on deposit in a Collection Account and any Mortgage Loan
Combination Custodial Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds on deposit in the
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Each Master Servicer shall give
notice to the Trustee, the Special Servicer, the Rating Agencies and the
Depositor of the location of its Collection Account and any Mortgage Loan
Combination Custodial Account prior to any change thereof. As of the Closing
Date (or the date such account is established, if later), the Distribution
Account, the Excess Liquidation Proceeds Account and the Excess Interest
Distribution Account shall be located at the offices of the 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.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, each Master Servicer may maintain the Collection
Account and the respective Mortgage Loan Combination 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 made in the same manner as would be the case if the
Collection Account and the respective Mortgage Loan Combination Custodial
Accounts were maintained as multiple separate accounts; (ii) all distributions
on the Certificates will be calculated and made in the same manner as would be
the case if such Collection Account and such respective Mortgage Loan
Combination 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 Account
and the respective Mortgage Loan Combination Custodial Accounts, respectively;
(iv) such Master Servicer's maintaining such Collection Account and such
respective Mortgage Loan Combination Custodial Accounts as multiple separate
sub-accounts of a single Eligible Account (as opposed to in the form of multiple
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders or any B Loan Holder or Companion Loan Holder; and (v) such
single Eligible Account shall be entitled substantially as follows: "KeyCorp
Real Estate Capital Markets, Inc. or Capmark Finance Inc., as applicable, [or
the name of any successor Master Servicer], as Master Servicer, in trust for
Wells Fargo Bank, N.A., as Trustee, on behalf of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C5, and the respective B Loan Holders and the Companion Loan Holder,
as their interests may appear, Collection/Custodial Account."

            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, the
Excess Liquidation Proceeds Account and the Loan REMIC Residual Distribution
Account as five 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,
the Excess Liquidation Proceeds Account and the Loan REMIC Residual Distribution
Account were maintained as five 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, the Excess Liquidation Proceeds Account and the Loan
REMIC Residual Distribution Account were maintained as five separate accounts;
(iii) the Trustee shall make debits and credits to those five 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, the Excess Liquidation Proceeds Account
and the Loan REMIC Residual Distribution Account, as the case may be; (iv) the
Trustee's maintaining the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account
and the Loan REMIC Residual Distribution Account as five separate subaccounts of
a single Eligible Account (as opposed to in the form of five separate Eligible
Accounts) shall not materially and adversely affect any of the
Certificateholders; and (v) such single Eligible Account shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2007-C5, Distribution Account, Excess Interest
Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds
Account and the Loan REMIC Residual Distribution Account." The subaccount
maintained for the Distribution Account shall be further subdivided into the
REMIC I Distribution Account and the REMIC II Distribution Account, and deposits
into and withdrawals from such accounts shall be made or deemed made as provided
in this Agreement.

            Section 3.05 Permitted Withdrawals from the Collection Account and
the Distribution Account

            (a) Subject to the provisions of this Section 3.05(a), each Master
Servicer may, from time to time, make withdrawals from the Collection Account
maintained by it for any of the following purposes (the order set forth below
not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit in the REMIC I Distribution
      Account the amount required to be remitted pursuant to the first paragraph
      of Section 3.04(b) and clause (iii) of the second paragraph of Section
      3.04(b) and the amount to be applied to make P&I Advances by such Master
      Servicer pursuant to Section 4.03(a);

            (ii) to remit to the Trustee for deposit in the Excess Interest
      Distribution Account any Excess Interest on the ARD Trust Mortgage Loans
      and any successor REO Trust Mortgage Loans with respect thereto pursuant
      to Section 3.04(c) and to remit to the Trustee for deposit in the Loan
      REMIC Residual Distribution Account any distribution in respect of the
      Loan REMIC Residual Interests;

            (iii) to pay (w) to a Master Servicer or the holder of such Master
      Servicer'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) in respect of each Mortgage
      Loan and REO Mortgage Loan, (x) to any Primary Servicer entitled thereto,
      the related Primary Servicing Fee (the applicable Master Servicer's
      rights, any Primary Servicer's rights, the rights of any other holder of
      the Excess Servicing Strip to payment pursuant to this clause (iii) with
      respect to any Trust Mortgage Loan, REO Trust Mortgage Loan, B Loan or
      Companion Loan, as applicable, being limited to amounts received on or in
      respect of such Trust Mortgage Loan, B Loan or Companion Loan (whether in
      the form of payments, Liquidation Proceeds or Insurance and Condemnation
      Proceeds), or such REO Trust Mortgage Loan (whether in the form of REO
      Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds)
      that are allocable as a recovery of interest thereon), (y) to pay any
      Broker Strip Payee entitled thereto, the related Broker Strip, and (z) to
      the Special Servicer, unpaid Special Servicing Fees to which it is
      entitled in accordance with Section 3.11(b) (first out of collections on
      the related Mortgage Loan, REO Proceeds or Liquidation Proceeds and then
      from general collections) in respect of each Specially Serviced Trust
      Mortgage Loan, REO Trust Mortgage Loan and, to the extent set forth in the
      related Intercreditor Agreement, each B Loan and Companion Loan, as
      applicable;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any Junior Loan Holder), such Master
      Servicer's or the Trustee's right to receive payment pursuant to this
      clause (iv) being limited to amounts received which represent Late
      Collections of interest (net of the related Master Servicing Fees and
      Broker Strip Interest, if any, and Primary Servicing Fees) on and
      principal of the particular Trust Mortgage Loans and REO Trust Mortgage
      Loans with respect to which such P&I Advances were made; provided,
      however, that if such P&I Advance becomes a Workout-Delayed Reimbursement
      Amount, then such P&I Advance shall thereafter be reimbursed from the
      portion of general collections and recoveries on or in respect of the
      Trust Mortgage Loans and REO Properties on deposit in the Collection
      Account from time to time that represent collections or recoveries of
      principal to the extent provided in clause (vi) below, first from such
      amounts that are allocated to the Loan Group to which such Trust Mortgage
      Loan belongs and second from such amounts that are allocated to the other
      Loan Group;

            (v) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for unreimbursed Servicing Advances, such Master Servicer's,
      the Special Servicer's or the Trustee's respective rights to receive
      payment pursuant to this clause (v) with respect to any Mortgage Loan or
      REO Property being limited to, as applicable, related payments,
      Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
      Revenues); provided, however, that if such Servicing Advance becomes a
      Workout-Delayed Reimbursement Amount, then such Servicing Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Mortgage Loans and REO Properties on
      deposit in the Collection Account from time to time that represent
      collections or recoveries of principal to the extent provided in clause
      (vi) below, first from such amounts that are allocated to the Loan Group
      to which such Mortgage Loan belongs and second from such amounts that are
      allocated to the other Loan Group;

            (vi) to reimburse itself, the other Master Servicer (to the extent
      amounts in the other Master Servicer's Collection Account are
      insufficient), the Special Servicer or the Trustee, as applicable, for (A)
      Nonrecoverable Advances, first out of Late Collections, REO Revenues,
      Liquidation Proceeds and Insurance and Condemnation Proceeds received on
      the related Mortgage Loan, then out of the principal portion of general
      collections on the Mortgage Loans and REO Properties, first from such
      amounts that are allocated to the Loan Group to which such Mortgage Loan
      belongs and second from such amounts that are allocated to the other Loan
      Group and, to the extent the principal portion of general collections is
      insufficient and with respect to such excess only, subject to any exercise
      of the sole option of such Master Servicer, the Special Servicer or the
      Trustee to defer reimbursement thereof pursuant to Section 3.03(d) or
      4.03(d), as applicable, out of other collections on the Mortgage Loans and
      REO Properties and (B) Workout-Delayed Reimbursement Amounts, out of the
      principal portion of the general collections on the Mortgage Loans and REO
      Properties, net of such amounts being reimbursed pursuant to (A) above,
      first from such amounts that are allocated to the Loan Group to which such
      Mortgage Loan belongs and second from such amounts that are allocated to
      the other Loan Group;

            (vii) at such time as it reimburses itself, the Special Servicer or
      the Trustee or the other Master Servicer, as applicable, for (a) any
      unreimbursed P&I Advance pursuant to clause (iv) above (including,
      pursuant to clause (vi) above, any such P&I Advance that constitutes a
      Workout-Delayed Reimbursement Amount), to pay itself or the Trustee, as
      applicable, any Advance Interest accrued and payable thereon in accordance
      with Section 4.03(d), (b) any unreimbursed Servicing Advances pursuant to
      clause (v) above (including, pursuant to clause (vi) above, any such
      Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount)
      or pursuant to Section 3.03(a)(ii), to pay itself, the Special Servicer or
      the Trustee, as the case may be, any Advance Interest accrued and payable
      thereon in accordance with Section 3.03(d) or (c) any Nonrecoverable
      Advances pursuant to clause (vi) above, to pay itself, the other Master
      Servicer, the Special Servicer or the Trustee, as the case may be, any
      Advance Interest accrued and payable thereon (all such Advance Interest to
      be payable first out of Penalty Charges on the related Mortgage Loan or
      REO Mortgage Loan and then out of general collections on the Mortgage
      Loans and REO Properties; provided, that Advance Interest accrued and
      payable on any Workout-Delayed Reimbursement Amount as set forth in
      subclause (a) or (b) above shall be solely reimbursable from the principal
      portion of general collections, net of any amount used to reimburse any
      Nonrecoverable Advance and Advance Interest thereon);

            (viii) to pay the Special Servicer (or, if applicable, any
      predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees
      with respect to any Specially Serviced Mortgage Loan or REO Mortgage Loan
      to which it is entitled pursuant to, and from the sources contemplated by,
      Section 3.11(b), the Liquidation Fee payable out of related full, partial
      or discounted payoffs, REO Revenues and Liquidation Proceeds, and the
      Workout Fees payable out of collections on the related Mortgage Loan;

            (ix) to reimburse itself, the 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
      Trust Mortgage Loan and giving rise to a repurchase obligation of any
      Mortgage Loan Seller under Section 7 of the related Mortgage Loan Purchase
      Agreement or under the Column Performance Guarantee, including, any
      expenses arising out of the enforcement of the repurchase obligation, each
      such Person's right to reimbursement pursuant to this clause (ix) with
      respect to any Trust Mortgage Loan being limited to that portion of the
      Purchase Price paid for such Trust Mortgage Loan that represents such
      expense in accordance with clause (v) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the Special Servicer, as the case may be, first out of Liquidation
      Proceeds and Insurance and Condemnation Proceeds with respect to the
      subject Mortgage Loan and then out of general collections on the Trust
      Mortgage Loans for which such Master Servicer is the Master Servicer and
      any related REO Properties, for any unreimbursed expense reasonably
      incurred by such Person relating to a Trust Mortgage Loan required to be
      serviced by such Master Servicer in connection with the enforcement of any
      Mortgage Loan Seller'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 master servicing compensation all
      amounts relating to the Mortgage Pool specified in Section 3.11(a); and to
      pay the Special Servicer, as additional special servicing compensation all
      amounts relating to the Mortgage Pool specified in Section 3.11(b);

            (xii) to recoup any amounts deposited in the Collection Account in
      error;

            (xiii) to pay itself, the Special Servicer, the Trustee, the
      Depositor or any of their respective affiliates, directors, officers,
      shareholders, members, managers, partners, employees and agents (including
      any Primary Servicer), as the case may be, any amounts payable to any such
      Person out of the Collection Account pursuant to Sections 6.03(a) or
      6.03(b);

            (xiv) to pay for (A) the cost of any Opinion of Counsel contemplated
      by Sections 11.01(a) or 11.01(c) in connection with an amendment to this
      Agreement requested by the Trustee, the Special Servicer or a Master
      Servicer, which amendment is in furtherance of the rights and interests of
      Certificateholders, (B) the cost of obtaining the REO Extension
      contemplated by Section 3.16(a) (the amounts contemplated by this clause
      may be paid from the Collection Account), (C) any reasonable out-of-pocket
      cost or expense (including the reasonable fees of tax accountants and
      attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in
      connection with providing advice to the Special Servicer with respect to
      any REO Property (except to the extent that the subject expense relates to
      any B Loan or Companion Loan or any successor REO B Loan or REO Companion
      Loan with respect thereto), and (D) to the extent not otherwise advanced
      by such Master Servicer, any fees and/or expenses payable or reimbursable,
      as the case may be, in accordance with Section 3.18, to such Master
      Servicer, the Trustee or an Independent third party for confirming, in
      accordance with such Section 3.18(b), a Fair Value determination made with
      respect to any Defaulted Trust Mortgage Loan;

            (xv) to pay itself, the Special Servicer, the Trustee or the
      Depositor, as the case may be, any amount related to the Mortgage Loans
      and/or REO Properties that is specifically required to be paid to such
      Person at the expense of the Trust Fund under any provision of this
      Agreement, including pursuant to any indemnification of such party
      hereunder, and to which reference is not made in any other clause of this
      Section 3.05(a), it being acknowledged that this clause (xv) shall not be
      construed to modify any limitation otherwise set forth in this Agreement
      on the time at which any Person is entitled to payment or reimbursement of
      any amount or the funds from which any such payment or reimbursement is
      permitted to be made;

            (xvi) to pay, in accordance with Section 3.03(c), out of general
      collections on the Mortgage Loans and any REO Properties, certain
      servicing expenses related to the Mortgage Loans and REO Properties that
      would, if advanced, constitute Nonrecoverable Servicing Advances;

            (xvii) to pay itself, the Special Servicer, a Mortgage Loan Seller,
      any Junior Loan Holder or any other particular Person, as the case may be,
      with respect to each Mortgage Loan, if any, previously purchased by such
      Person pursuant to this Agreement, all amounts received thereon subsequent
      to the date of purchase;

            (xviii) to pay for the cost of any environmental testing performed
      at the Special Servicer's direction pursuant to the last sentence of
      Section 3.09(c) and to pay for the cost of any remedial actions taken in
      accordance with Section 3.09(c) to address actual or potential adverse
      environmental conditions;

            (xix) to transfer to the related Mortgage Loan Combination Custodial
      Account or pay any amounts payable by the holder of the related A Loan to
      any B Loan Holder or Companion Loan Holder under the related Intercreditor
      Agreement, including, to pay in accordance with Section 3.34(c), out of
      general collections on the Mortgage Loans and any REO Properties, certain
      amounts payable by the holder of the 60 Wall Street Mortgage Loan pursuant
      to the 60 Wall Street Intercreditor Agreement;

            (xx) to remit any Excess Liquidation Proceeds to the Trustee for
      deposit in the Excess Liquidation Proceeds Account in accordance with
      Section 3.04(d); and

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

provided, however, that, in the case of the Princeton Total Loan and the
Cornerstone Commerce Center Total Loan:

                  (A) no Primary Servicing Fees, Workout Fees and Liquidation
            Fees earned and other items that constitute "Costs" (other than
            Special Servicing Fees and related Nonrecoverable Servicing Advances
            or Workout-Delayed Reimbursement Amounts made or paid hereunder and
            interest thereon) under the related Intercreditor Agreement
            attributable to the related Junior Loan or any successor REO
            Mortgage Loan with respect thereto shall in any event be paid out of
            payments and other collections on the Trust Mortgage Loans and/or
            any successor REO Mortgage Loans with respect thereto, and no
            Special Servicing Fees earned on the related Junior Loan or any
            successor REO Mortgage Loans with respect thereto shall in any event
            be paid out of payments or other collections on the Mortgage Loans
            (exclusive of the Princeton Loan and the Cornerstone Commerce Center
            Loan, respectively) and/or any successor REO Mortgage Loans with
            respect thereto; and

                  (B) no fees, costs or expenses allocable to the Trust Mortgage
            Loans, any successor REO Mortgage Loans with respect thereto, or any
            particular such Trust Mortgage Loan or REO Mortgage Loan (exclusive
            of the Princeton Loan and the Cornerstone Commerce Center Loan,
            respectively, or any successor REO Mortgage Loan with respect
            thereto) shall be paid out of payments and other collections on, or
            amounts otherwise payable to the holders of, the related Junior Loan
            or any successor REO Mortgage Loan with respect thereto; and

provided, however, that, in the case of the CBA A/B Mortgage Loan Combination:

                  (A) to the maximum extent permitted by the related CBA A/B
            Intercreditor Agreement, Special Servicing Fees, Workout Fees,
            Liquidation Fees, and all other servicing costs and expenses
            relating to such CBA A/B Mortgage Loan Combination or any related
            REO Property shall be paid or reimbursed, as applicable, out of
            amounts otherwise payable to the holder of the related CBA B Loan or
            any successor REO Mortgage Loan with respect thereto; and

                  (B) no fees, costs or expenses, including servicing
            compensation, allocable to the related CBA B Loan or any successor
            REO Mortgage Loan with respect thereto (other than related Servicing
            Advances (including Workout-Delayed Reimbursement Amounts), which
            are otherwise payable or reimbursable, as applicable, in accordance
            with this Agreement) shall be paid or reimbursed, as applicable, out
            of any payments or other collections on the Mortgage Loans and/or
            any successor REO Mortgage Loans with respect thereto (exclusive of
            the related CBA A Loan or any successor REO Mortgage Loan with
            respect thereto); and

                  (C) no fees, costs or expenses allocable to the Mortgage
            Loans, any successor REO Mortgage Loans with respect thereto or any
            particular such Mortgage Loan or REO Mortgage Loan (exclusive of the
            related CBA A Loan or any successor REO Mortgage Loan with respect
            thereto) shall be paid out of payments and other collections on, or
            amounts otherwise payable to the holder of, the related CBA B Loan
            or any successor REO Mortgage Loan with respect thereto; and

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

                  (A) the applicable Master Servicer shall be entitled to make
            transfers from time to time, from the related Mortgage Loan
            Combination 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 provisos, but only insofar as the payment or reimbursement
            described therein arises from or is related to the related Mortgage
            Loan or the subject Mortgage Loan Combination, pursuant to this
            Agreement and, in either case, is allocable to the related Junior
            Loan or Companion 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 Mortgage Loan
            Combination Custodial Account to the Collection Account, of amounts
            transferred to such related Mortgage Loan Combination Custodial
            Account in error, and amounts necessary for the clearing and
            termination of the related Mortgage Loan Combination Custodial
            Account pursuant to Section 9.01; and

                  (B) the applicable Master Servicer shall on the second
            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 or Companion Loan Holder any
            amounts on deposit in the related Mortgage Loan Combination
            Custodial Account (net of amounts permitted or required to be
            transferred therefrom as described in clause (A) above), to the
            extent that such Junior Loan Holder is entitled thereto under the
            related Intercreditor Agreement (including, if applicable, by way of
            the operation of any provision of the related Intercreditor
            Agreement(s) that entitles the holder of such Junior Loan to
            reimbursement of cure payments made by it).

            Expenses incurred with respect to each Mortgage Loan Combination
being serviced under this Agreement shall be allocated in accordance with the
corresponding Intercreditor Agreement(s).

            If a Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Mortgage Loan Combination, then such Master Servicer shall, if funds on deposit
in such Mortgage Loan Combination Custodial Account are insufficient therefor,
request the related Junior Loan Holder or Companion Loan Holder to make such
payment or reimbursement to the extent such Junior Loan Holder or Companion Loan
Holder is obligated to make such payment or reimbursement pursuant to the
related Intercreditor Agreement. If such Junior Loan Holder or Companion 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 or Companion Loan Holder, and if such
payment or reimbursement is subsequently recovered from such Junior Loan Holder
or Companion Loan Holder or from payments from the Borrower or proceeds of the
Mortgage Loan Combination Custodial Account that would otherwise be payable to
the Junior Loan Holder or Companion 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 Loan Holder or Companion Loan Holder) shall
be deposited into the Collection Account and shall not be deposited into the
related Mortgage Loan Combination Custodial Account.

            Subject to the provisions of Section 3.03(c), each Master Servicer
shall pay to the Special Servicer from the Collection Account it maintains on
each Master Servicer Remittance Date amounts permitted to be paid to the Special
Servicer therefrom based upon an Officer's Certificate received from the Special
Servicer on the first Business Day following the immediately preceding
Determination Date describing the item and amount to which the Special Servicer
is entitled. Each Master Servicer may rely conclusively on any such certificate
and shall have no duty to re-calculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request thereby for withdrawal from a
Collection Account.

            Each Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from the Collection Account and
Mortgage Loan Combination Custodial Account.

            If at any time a Master Servicer (or the Trustee) determines that
the reimbursement of a Nonrecoverable Advance during a Collection Period will
exceed the full amount of the principal portion of general collections received
on the Mortgage Loans during such Collection Period, then such Master Servicer
(or the Trustee) shall use its reasonable efforts to give the Rating Agencies at
least 15 days notice prior to any reimbursement to it of Nonrecoverable Advances
from amounts in its Collection Account allocable to interest on the Mortgage
Loans unless extraordinary or unanticipated circumstances, including, without
limitation, the following, make such notice impractical (1) such Master Servicer
(or the Trustee) determines in its sole discretion that waiting 15 days after
such a notice could jeopardize its (or the Trustee's) ability to recover such
Nonrecoverable Advance, (2) changed circumstances or new or different
information becomes known to such Master Servicer (or the Trustee) that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) such Master Servicer has not timely
received from the Trustee information requested by such Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable
Advance (or the Trustee has not timely received from such Master Servicer
information requested by the Trustee to consider in determining whether to defer
reimbursement of a Nonrecoverable Advance); provided, however, that, if clause
(1), (2) or (3) apply, such Master Servicer (or, if applicable, the Trustee)
shall use reasonable efforts to give Rating Agencies notice of an anticipated
reimbursement to it of Nonrecoverable Advances from amounts in its Collection
Account allocable to interest on the Mortgage Loans as soon as reasonably
practicable in such circumstances. The failure to give such notice to the Rating
Agencies shall not give rise to any liability whatsoever on the part of such
Master Servicer or Trustee, and shall not be a condition for reimbursement of a
Nonrecoverable Advance from its Collection Account.

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

            (i) to make distributions of the Available Distribution Amount and
      any Yield Maintenance Charges and/or Static Prepayment Premiums on the
      Trust Mortgage Loans and REO Trust Mortgage Loans in respect of the
      Uncertificated REMIC I Interests, and to the Certificateholders pursuant
      to Section 4.01;

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

            (iii) to pay to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable out of the Distribution Account to any such Person hereunder,
      including but not limited to those pursuant to Section 6.03(a), 6.03(b),
      8.05(c) or 8.05(d);

            (iv) to pay for the cost of recording this Agreement;

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (vi) to pay any and all federal, state and local taxes imposed on
      any of the REMIC Pools or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Depositor, the Master Servicers, the Special Servicer or the Trustee is
      liable therefor;

            (vii) to recoup any amounts deposited in the Distribution Account in
      error;

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

            (ix) to pay the Trustee any Net Investment Earnings on funds in the
      Distribution Account pursuant to Section 3.06; and

            (x) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

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

            Section 3.06 Investment of Funds in the Collection Account, Mortgage
Loan Combination Custodial Accounts, Servicing Accounts, Cash Collateral
Accounts, Lock-Box Accounts, Interest Reserve Account, Distribution Account,
Excess Liquidation Proceeds Account, Excess Interest Distribution Account, Loan
REMIC Residual Distribution Account and the REO Account

            (a) (i) Each Master Servicer may direct any depository institution
maintaining for such Master Servicer a Collection Account, any Mortgage Loan
Combination Custodial Account, any Servicing Account, any Cash Collateral
Account and any Lock-Box Account (any of the foregoing accounts listed in this
clause (i) for purposes of this Section 3.06, a "Master Servicer Account"), (ii)
the Special Servicer may direct any depository institution maintaining the REO
Account and (iii) the Trustee may direct any depository institution maintaining
the Excess Liquidation Proceeds Account, the Excess Interest Distribution
Account, the Distribution Account, the Interest Reserve Account and the Loan
REMIC Residual Distribution 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, the Trustee Accounts and the REO Account, for
purposes of this Section 3.06, an "Investment Account"), to invest (or if such
depository institution is a Master Servicer, 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 Special Servicer (in the case of an REO Account), on behalf of
the Trustee (in the case of any Trustee Account) shall be the "entitlement
holder," as such term is defined in the UCC, of any Permitted Investment that is
a "security entitlement," as such term is defined in the UCC, and maintain
continuous possession of any Permitted Investment of amounts in such accounts
that is either (i) a "certificated security," as such term is defined in the UCC
or (ii) other property in which a secured party may perfect its security
interest by possession under the UCC or any other applicable law. Possession of
any such Permitted Investment by the applicable Master Servicer or the Special
Servicer shall constitute possession by the Trustee, as secured party, for
purposes of Section 9-313 of the UCC and any other applicable law. In the event
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of any
Master Servicer Account), the Special Servicer (in the case of the REO Account)
or the 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 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 Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each Collection Period shall
be for the sole and exclusive benefit of the 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(a), 3.04(e), 3.05(a) or 3.27, as the case may be. Interest and investment
income realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to withdrawal, or withdrawal at its direction, in accordance
with Section 3.16(c). Interest and investment income realized on funds and
deposited in each of the Trustee Accounts, to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from the day
succeeding any Distribution Date to the next succeeding Distribution Date shall
be for the sole and exclusive benefit of the Trustee, but shall be subject to
withdrawal in accordance with Section 3.04(c), 3.04(d), 3.05(b) or 3.28. If any
loss shall be incurred in respect of any Permitted Investment directed to be
made by a Master Servicer or the Special Servicer, as applicable, other than any
loss on an investment made at the direction of the Borrower or made as required
under the Mortgage Loan Documents and on deposit in any of the Master Servicer
Accounts (in the case of a Master Servicer) or any of the REO Accounts (in the
case of the Special Servicer), the applicable Master Servicer or the Special
Servicer, as applicable, shall deposit therein, no later than the next
Determination Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the most recently
ended Collection Period; provided, however, that such Net Investment Loss shall
not include any loss incurred as a result of the insolvency of the federal or
state chartered depository institution or trust company that holds such account
so long as such federal or state chartered depository institution or trust
company satisfied the qualifications set forth in the definition of Eligible
Account (i) at the time such investment was made and (ii) as of the date 30 days
prior to such insolvency. If any loss shall be incurred in respect of any
Permitted Investment directed to be made by the Trustee and on deposit in any of
the Trustee Accounts, the Trustee shall deposit therein, no later than the next
Distribution Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the period from and
including the day succeeding the immediately preceding Distribution Date (or, in
the case of the initial Distribution Date, from and including the Closing Date)
to and including such Distribution Date.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may (and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall) take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in any Investment
Account pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage

            (a) Subject to the following sentence, the applicable Master
Servicer shall use its reasonable efforts, consistent with the Servicing
Standard (and taking into account the insurance in place at closing, to the
extent consistent with the Servicing Standard), to cause the related Borrower to
maintain, for each Mortgage Loan any and all Insurance Policy coverage as is
required under the related Mortgage Loan Documents (and, if the related Borrower
fails to do so, the applicable Master Servicer shall itself maintain such
Insurance Policy coverage to the extent the Trustee as mortgagee has an
insurable interest in the related Mortgaged Property and to the extent such
Insurance Policy coverage is available at commercially reasonable rates, as
determined by the applicable Master Servicer in accordance with the Servicing
Standard); provided that, subject to Section 3.07(f), if any Mortgage permits
the holder thereof to dictate to the Borrower the Insurance Policy coverage to
be maintained on such Mortgaged Property, the applicable Master Servicer or the
Special Servicer, as applicable, shall impose such insurance requirements as are
consistent with the Servicing Standard; and provided, further, that the
applicable Master Servicer is not required to make a Nonrecoverable Servicing
Advance to maintain any such Insurance Policy. 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
for (or, alternatively, a separate insurance policy that expressly provides
coverage for) property damage resulting from a terrorist or similar act, to the
extent not prohibited by the terms of the related Mortgage Loan Documents;
provided, 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 Mortgage Loan Documents, unless
the applicable 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 Mortgage Loan Documents) would not
then be commercially reasonable for property of the same type, size and/or
location as the related Mortgaged Property and the Special Servicer, with the
consent of the Series 2007-C5 Directing Certificateholder (which consent shall
be obtained by the Special Servicer and be subject to the limitations of the
last paragraph of Section 3.21(e)), approves such determination; provided,
further, that the applicable Master Servicer will not be obligated to require
any Borrower to obtain or maintain insurance issued by an insurer rated by
either S&P or Moody's unless the issuer of such insurance was specifically
required to be rated by S&P or Moody's, as applicable, under the terms of the
related Mortgage Loan Documents or by the related Mortgage Loan Seller
immediately prior to the Closing Date; provided further, however, that the
applicable Master Servicer shall not be required to call default under a
Mortgage Loan if the related Borrower fails to maintain such insurance, and the
applicable Master Servicer shall not be required to maintain such insurance, if,
in each case, the Special Servicer has determined in accordance with the
Servicing Standard that either (a) such insurance is not then available at
commercially reasonable rates, (b) that such hazards are not at the time
commonly insured against for properties similar to the subject Mortgaged
Property and located in or around the region in which the subject Mortgaged
Property is located or (c) such insurance is not available at any rate. During
the period that the Special Servicer is evaluating such insurance hereunder, the
applicable Master Servicer shall not be liable for any loss related to its
failure to require the related Borrower to maintain terrorism insurance and
shall not be in default of its obligations as a result of such failure. Subject
to Section 3.17(a), the Special Servicer shall maintain for each REO Property
(other than with respect to the 60 Wall Street Loan) no less Insurance Policy
coverage than was previously required of the Borrower under the related Mortgage
Loan(s) or, at the Special Servicer's election, coverage satisfying insurance
requirements consistent with the Servicing Standard; provided that such coverage
is available at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the applicable Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Mortgage Loans) or
the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties (other than with respect to the 60 Wall
Street Loan)), (ii) include coverage in an amount not less than the lesser of
the full replacement cost of the improvements which are a part of the Mortgaged
Property or the outstanding principal balance owing on the related Mortgage
Loan(s), but in any case in such an amount so as to avoid the application of any
co-insurance clause, (iii) include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the
related Mortgage Loan Documents) and (iv) be issued by either (X) a Qualified
Insurer or (Y) for any Insurance Policy being maintained by the related
Borrower, an insurance carrier meeting the requirements of the related Mortgage
Loan Documents (provided that such Qualified Insurer or other insurance carrier
is authorized under applicable law to issue such Insurance Policies). Any
amounts collected by the applicable Master Servicer or the 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 (other
than with respect to the 60 Wall Street Loan) or amounts to be released to the
related Borrower, in each case in accordance with the Servicing Standard and the
provisions of the related Mortgage Loan Documents) shall be deposited: (i) in
the case of a Mortgage Loan, in the Collection Account or any related Mortgage
Loan Combination Custodial Account, as applicable in accordance with Section
3.04, maintained by the applicable Master Servicer, subject to withdrawal
pursuant to Section 3.05(a) or 3.04(e), as applicable; and (ii) in the case of
an REO Property (other than with respect to the 60 Wall Street Loan), in the REO
Account maintained by the Special Servicer, subject to withdrawal pursuant to
Section 3.16(c).

            Any costs incurred by a Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans it services if the Borrower
defaults on its obligation to maintain such Insurance Policies shall, subject to
Section 3.03(c), be advanced by and reimbursable to 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 Trust Mortgage Loan, notwithstanding that the
terms of such Trust Mortgage Loan so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO
Properties (other than with respect to the 60 Wall Street Loan) shall be an
expense of the Trust Fund payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
subject to Section 3.03(c), advanced by and reimbursable to the applicable
Master Servicer as a Servicing Advance.

            (b) If a Master Servicer or the Special Servicer obtains and
maintains a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties (other
than with respect to the 60 Wall Street Loan), as the case may be, required to
be serviced and administered by such Master Servicer or the Special Servicer
hereunder, and such Insurance Policy provides protection equivalent to the
individual policies otherwise required, then such Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause fire and hazard insurance to be maintained on the related
Mortgaged Properties or REO Properties. Such blanket Insurance Policy may
contain a deductible clause, in which case if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such
individual Insurance Policy, the applicable Master Servicer or the Special
Servicer shall promptly deposit into the Collection Account maintained by such
Master Servicer from such Master Servicer's or the Special Servicer's related
Mortgage Loan Combination Custodial Account, as applicable, in accordance with
Section 3.04, from its own funds the portion of such loss or losses that would
have been covered under the individual policy (giving effect to any deductible
limitation or, in the absence of such deductible limitation, the deductible
limitation for an individual policy that is consistent with the Servicing
Standard) but is not covered under the blanket Insurance Policy because of such
deductible clause. The applicable Master Servicer or the Special Servicer, as
applicable, shall prepare and present, on behalf of itself, the Trustee, the
Certificateholders and any affected B Loan Holders, claims under any such
blanket Insurance Policy in a timely fashion in accordance with the terms of
such policy. The Special Servicer, to the extent consistent with the Servicing
Standard, may maintain earthquake insurance on REO Properties (other than with
respect to the 60 Wall Street Loan); provided that such coverage is available at
commercially reasonable rates.

            If the applicable Master Servicer or the 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 the 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 the Special Servicer shall conclusively be deemed to
have satisfied its obligation to cause such insurance to be maintained on the
related Mortgaged Properties. If the applicable Master Servicer or the Special
Servicer, as applicable, causes any Mortgaged Property or REO Property (other
than with respect to the 60 Wall Street Loan) to be covered by such master
single interest Insurance Policy, the incremental costs of such insurance
applicable to such Mortgaged Property (i.e., other than any minimum or standby
premium payable for such policy whether or not any Mortgaged Property is covered
thereby) shall be paid by and reimbursable to such 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 Special
Servicer, as applicable, shall, if (A) there shall not have been maintained on
the related Mortgaged Property or REO Property a policy otherwise complying with
the provisions of Section 3.07(a) and (B) there shall have been one or more
losses which would have been covered by such policy had it been maintained,
promptly deposit into the Collection Account maintained by such Master Servicer
from such Master Servicer's or the Special Servicer's related Mortgage Loan
Combination Custodial Account, as applicable, in accordance with Section 3.04,
from its own funds the portion of such loss or losses that would have been
covered under the individual policy (giving effect to any deductible limitation
or, in the absence of such deductible limitation, the deductible limitation for
an individual policy that is consistent with the Servicing Standard) but is not
covered under the blanket Insurance Policy because of such deductible clause.

            (c) Each of the Master Servicers and the Special Servicer,
respectively, shall maintain, at their own expense, a blanket fidelity bond (a
"Fidelity Bond") and an errors and omissions insurance policy with a Qualified
Insurer, with coverage on all of its officers or employees acting in any
capacity requiring such persons to handle funds, money, documents or paper
relating to the Mortgage Loans ("Master Servicer Employees," in the case of a
Master Servicer, and "Special Servicer Employees," in the case of the Special
Servicer). Any such Fidelity Bond and errors and omissions insurance shall
protect and insure the applicable Master Servicer or the 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 the applicable Master Servicer
Employees or Special Servicer Employees. Such errors and omissions policy of a
Master Servicer or the Special Servicer, as applicable, shall also protect and
insure such Master Servicer or the Special Servicer, as applicable, against
losses in connection with the release or satisfaction of a Mortgage Loan without
having obtained payment in full of the indebtedness secured thereby. No
provision of this Section requiring such Fidelity Bond and errors and omissions
insurance shall diminish or relieve a Master Servicer or the 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 such Master Servicer or the Special Servicer, as
applicable, to qualify as a FNMA or FHLMC servicer or in an amount that would
meet the requirements of prudent institutional commercial mortgage loan
servicers for similar transactions, and (ii) $1,000,000. Notwithstanding the
foregoing, so long as the long-term debt or the deposit obligations or
claims-paying ability of a Master Servicer or the Special Servicer (or its
immediate or remote parent) is rated at least "A" by S&P and Fitch, such Master
Servicer or the 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 the Special Servicer under a policy or
bond obtained by an Affiliate of such Master Servicer or the Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the
requirements of this Section 3.07(c).

            Each of the Special Servicer and each Master Servicer will promptly
report in writing to the Trustee any material changes that may occur in their
respective Fidelity Bonds, if any, and/or its respective errors and omissions
Insurance Policies, as the case may be, and will upon request furnish to the
Trustee copies of all binders and policies or certificates evidencing that such
bonds, if any, and insurance policies are in full force and effect.

            (d) With respect to the Mortgage Loans that (i) require earthquake
insurance, or (ii) (A) at the date of origination were secured by Mortgaged
Properties on which the related Borrower maintained earthquake insurance and (B)
have provisions which enable the applicable Master Servicer to continue to
require the related Borrower to maintain earthquake insurance, the applicable
Master Servicer shall use reasonable efforts to cause the related Borrower to
maintain such insurance in the amount, in the case of clause (i), required by
the related Mortgage Loan Documents and in the amount, in the case of clause
(ii), maintained at origination, in each case, to the extent such amounts are
available at commercially reasonable rates and to the extent the Trustee as
mortgagee has an insurable interest in the related Mortgaged Property. Any
determination by the applicable Master Servicer that such insurance is not
available at commercially reasonable rates with respect to a Mortgage Loan for
which any related Mortgaged Property has a "Probable Maximum Loss," bounded on
the basis of 50 years, in excess of 20% shall, with respect to any Significant
Trust Mortgage Loan, be subject to confirmation by each Rating Agency that such
determination not to purchase such insurance will, in and of itself, not result
in a downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates rated by such Rating Agency. The applicable Master
Servicer shall use reasonable efforts to cause the related Borrower to pay the
costs of such confirmation, otherwise, such costs shall be a Trust Fund expense.

            (e) Each Master Servicer and the 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 Trust Mortgage Loan or a Serviced Loan
Combination it services 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) and the related Companion Loan Holder, if any).

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) (other than with respect to the 60 Wall Street Loan) 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 Mortgaged Property becomes located in
such area by virtue of remapping conducted by the Federal Emergency Management
Agency, 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 Mortgage 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 related
Mortgaged Property), flood insurance in respect thereof, but only to the extent
the related Mortgage Loan Documents permit the mortgagee to require such
coverage and the maintenance of such coverage is consistent with the Servicing
Standard. Such flood insurance shall be in an amount equal to the least of (i)
the unpaid principal balance of the related Mortgage Loan(s), (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973, as amended, and (iii) the
amount required by the related Mortgage Loan Documents. If the cost of any
insurance described above is not borne by the Borrower, the 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 shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related REO Mortgage Loan(s), (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973, as amended, and (iii) the
amount required by the related Mortgage Loan Documents. The cost of any such
flood insurance with respect to an REO Property shall be an expense of the Trust
Fund payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, subject to Section
3.03(c), paid by the applicable Master Servicer as a Servicing Advance.

            (h) Subject to the related Mortgage Loan Documents, including in the
case where the related Mortgage Loan Documents permit the related Borrower to
maintain business income insurance for a shorter period of time imposed on such
Borrower at origination, the applicable Master Servicer shall use reasonable
efforts to cause that each policy of business income insurance maintained by a
Borrower have a minimum term of at least twelve months.

            (i) Within 45 days after the Closing Date, with respect to each
Trust Mortgage Loan covered by an Environmental Insurance Policy as identified
on Exhibit P, the applicable Master Servicer shall notify each Environmental
Insurer that (A) both the applicable Master Servicer and the Special Servicer
shall be sent notices under the related Environmental Insurance Policy and (B)
the Trustee, on behalf of the Trust and any affected B Loan Holder or Companion
Loan Holder, shall be the loss payee under the related Environmental Insurance
Policy. The applicable Master Servicer and the Special Servicer shall abide by
the terms and conditions precedent to payment of claims under any Environmental
Insurance Policy and shall take all such action as may be required to comply
with the terms and provisions of such policy in order to maintain, in full force
and effect, such policy.

            (j) In the event a Master Servicer has actual knowledge of any event
(an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Mortgage Loan in its Servicing
Group 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 Standard which are necessary under such
Environmental Insurance Policy in order to realize the full value thereof for
the benefit of the Certificateholders (and, if such Insured Environmental Event
relates to any Serviced Loan Combination, for the benefit of any related Junior
Loan Holder or Companion Loan Holder, as the case may be). Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standards under an Environmental Insurance Policy shall be paid by the Master
Servicer and shall be reimbursable to it as a Servicing Advance.

            In the event that a Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Mortgage Loans in its Servicing Group, such Master Servicer shall, within
five Business Days after receipt of such notice, notify the Special Servicer,
the Series 2007-C5 Directing Certificateholder, any affected B Loan Holder or
affected Companion Loan Holder, the Rating Agencies and the Trustee of such
termination in writing. Upon receipt of such notice, such Master Servicer or the
Special Servicer shall address such termination in accordance with Section
3.07(a) in the same manner as it would the termination of any other Insurance
Policy required under the related Mortgage Loan Documents. Any out-of-pocket
expenses incurred in accordance with the Servicing Standard in connection with a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the applicable Master Servicer and shall be reimbursable to it as a
Servicing Advance.

            Section 3.08 Enforcement of Due-on-Sale and Due-on-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions

            (a) (i) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (A) provides that such Mortgage Loan shall (or may at the
            mortgagee's option) become due and payable upon (i) the full or
            partial sale or other transfer of an interest in the related
            Mortgaged Property or (ii) a sale or transfer of direct or indirect
            ownership interests in the related Borrower; or

                  (B) provides that such Mortgage Loan or direct or indirect
            ownership interests in the related Borrower may not be assumed
            without the consent of the mortgagee in connection with any such
            sale or other transfer,

the applicable Master Servicer shall provide notice to the Special Servicer of
any request for a waiver thereof and, with respect to any Column Trust Mortgage
Loan that is sub-serviced, the related Sub-Servicer shall provide to the Special
Servicer (with a copy to the applicable Master Servicer) the applicable
documentation with respect to any such request for a waiver, and the applicable
Master Servicer (with respect to any Performing Trust Mortgage Loans) and the
Special Servicer (with respect to all Specially Serviced Mortgage Loans) shall,
if and to the extent necessary, enforce (or waive the right to enforce) such
due-on-sale clause; provided, that the applicable Master Servicer, with respect
to any Performing Trust Mortgage Loans may not, without the consent of the
Special Servicer (as set forth in Section 3.08(c)), waive any due-on-sale clause
in, or consent to the assumption of, any Trust Mortgage Loan. The Master
Servicers with respect to any Performing Trust Mortgage Loans or the Special
Servicer, as applicable, shall enforce such due-on-sale clause unless a Master
Servicer or Special Servicer, as applicable, determines, in accordance with the
Servicing Standard, that (1) not declaring an Event of Default (as defined in
the related Mortgage Loan Documents) or (2) granting such consent, as
applicable, would be likely to result in a greater or equal recovery, on a
present value basis (discounting at a rate no less than the related Mortgage
Rate), than would enforcement of such clause or the failure to grant such
consent. If a Master Servicer or Special Servicer, as applicable, determines
that (1) not declaring an Event of Default (as defined in the related Mortgage
Loan Documents) or (2) granting such consent, as applicable, would be likely to
result in a greater or equal recovery, the applicable Master Servicer (with
respect to any Performing Trust Mortgage Loans) and the Special Servicer (in the
case of any Specially Serviced Mortgage Loan) shall waive such enforcement or
take or enter into an assumption agreement from or with the proposed transferee
as obligor thereon, provided that (x) the credit status of the prospective
transferee is in compliance with the Servicing Standard and the terms of the
related Mortgage Loan Documents and (y) with respect to any Trust Mortgage Loan
which is a Significant Trust Mortgage Loan, the applicable Master Servicer or
the Special Servicer, as applicable, shall have received written confirmation
from S&P and Fitch. To the extent permitted by the related Mortgage Loan
Documents, the applicable Master Servicer (with respect to any Performing Trust
Mortgage Loans) and the Special Servicer (with respect to any other Mortgage
Loan) shall use reasonable efforts to cause the related Borrower to pay the
costs of such confirmation, otherwise, such costs shall be a Trust Fund expense.

            (ii) Notwithstanding the provisions of any Mortgage Loan,
      foreclosure by a Mezzanine Loan Holder on any Mezzanine Loan Collateral
      securing a Mezzanine Loan to an affiliate of the related Borrower shall
      not, for purposes of this Agreement, be deemed to be a violation of the
      due-on-sale clause of the related Mortgage Loan Documents or of clause (i)
      of this Section 3.08(a) so long as the foreclosing party is a Permitted
      Mezzanine Loan Holder, and other material requirements of the related
      intercreditor agreement are satisfied.

            (iii) Neither the Master Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(ii). Neither the consent of the
      Master Servicer nor the consent of the Special Servicer shall be required
      for the foreclosure by a Permitted Mezzanine Loan Holder if an event of
      default has been declared under the related Mortgage Loan(s) (and each
      Rating Agency has been notified of such event of default), except as set
      forth in any related intercreditor agreement. In no event shall a
      Mezzanine Loan Holder be required to pay any assumption fee, modification
      fee or other service charge in connection with any foreclosure upon
      Mezzanine Loan Collateral, transfer of ownership of the related Mortgaged
      Property to such Mezzanine Loan Holder and/or assumption of the related
      Mortgage Loan; provided<184> that such Mezzanine Loan Holder may be
      required to reimburse the applicable Master Servicer or Special Servicer,
      as applicable, for any costs or expenses incurred by it in connection with
      such foreclosure, transfer and/or assumption. Nothing herein shall prevent
      a Mezzanine Loan Holder from appointing a receiver or trustee with respect
      to any Mezzanine Loan Collateral, foreclosing upon any reserves, escrow
      accounts or cash collateral accounts pledged under the related Mezzanine
      Loan (provided none of such accounts have been pledged under the related
      Mortgage Loan) or otherwise taking an assignment of any cash flows from
      any Mezzanine Loan Collateral.

            (iv) Notwithstanding the foregoing provisions of this Section
      3.08(a), if Master Servicer No. 1 rejects a Borrower's request in
      connection with a due on sale clause with respect to any Performing Trust
      Mortgage Loan that is a KeyBank Trust Mortgage Loan, the Special Servicer
      may review and, subject to the conditions and provisions set forth in this
      Section 3.08, determine to approve the Borrower's request.

            (v) Notwithstanding anything herein to the contrary, the Master
      Servicers shall approve and close, without the consent of the Special
      Servicer, the Series 2007-C5 Directing Certificateholder or (if such
      Mortgage Loan has a Stated Principal Balance of less than $35,000,000) any
      Rating Agency, all initial syndications of tenant-in-common interests,
      provided such syndications are specifically permitted by and in accordance
      with the related Mortgage Loan Documents for any Mortgage Loan (other than
      a non-serviced Mortgage Loan), that is not a Specially Serviced Trust
      Mortgage Loan. Upon completion of any such initial transfer, the
      applicable Master Servicer shall promptly provide notice by electronic
      mail thereof to the Special Servicer, which notice shall also (i) advise
      the Special Servicer as to the total number of transfers with respect to
      such Mortgage Loan that such Servicer has approved and closed as of such
      date and the expiration date (if any) by which such transfer(s) must occur
      pursuant to the related Mortgage Loan Documents, and (ii) advise the
      Special Servicer of when, with respect to any such Mortgage Loan, such
      tenant-in-common syndication is complete. All transfers of a
      tenant-in-common interest subsequent to the initial syndication shall be
      processed by the applicable Master Servicer and approved solely by the
      Special Servicer. Any request for a modification to or extension of the
      final initial syndication date respecting any such tenant-in-common
      transfers or increase in the permitted number of tenant-in-common
      interests under the initial syndication shall be processed by the
      applicable Master Servicer and approved solely by the Special Servicer.

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

            (i) provides that such Mortgage Loan shall (or, at the mortgagee's
      option, may) become due and payable upon (A) the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      (B) an encumbrance, pledge or hypothecation of direct or indirect
      ownership interests in the related Borrower or its owners (including any
      incurrence of mezzanine financing secured by ownership interests in the
      related Borrower or its owners or the creation of preferred equity in the
      related Borrower or its owners); or

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

the applicable Master Servicer shall provide notice to the Special Servicer of
any request for a waiver thereof, and the applicable Master Servicer (with
respect to any Performing Trust Mortgage Loans) and Special Servicer (with
respect to any Specially Serviced Mortgage Loans) shall, if and to the extent
necessary, enforce (or waive the right to enforce) such due-on-encumbrance
clause; provided, that Master Servicer No. 2 may not, without the consent of the
Special Servicer (as set forth in Section 3.08(c)), waive any due-on-encumbrance
clause in, or consent to the creation of any such additional lien or other
encumbrance on the related Mortgaged Property securing, any Trust Mortgage Loan,
or make any determination with respect to any Trust Mortgage Loan, which by its
terms permits encumbrance without lender consent provided certain conditions are
satisfied, that such conditions have been satisfied. The Master Servicer or
Special Servicer shall enforce such due-on-encumbrance clause unless the Special
Servicer: (x) determines, in accordance with the Servicing Standard, that (1)
not declaring an event of default under such Mortgage Loan or (2) granting such
consent, as applicable, would result in a greater or equal recovery on a present
value basis (discounting at the related Mortgage Rate) than would enforcement of
such clause or the failure to grant such consent; and (y) with respect to any
Trust Mortgage Loan which (i) is a Significant Trust Mortgage Loan or (ii) by
itself, or as part of a Crossed Trust Mortgage Loan group or group of Trust
Mortgage Loans with affiliated Borrowers has (a) a Loan-to-Value Ratio equal to
or greater than 85% or (b) a Debt Service Coverage Ratio equal to or less than
1.2x (in each case, treating the existing debt on the subject Mortgaged Property
and the proposed additional debt as if such total debt were a single Trust
Mortgage Loan), receives from S&P and Fitch, prior written confirmation that (1)
not declaring an event of default under such Mortgage Loan or (2) granting such
consent, as applicable, would not, in and of itself, cause a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates. To the extent permitted by the related Mortgage Loan Documents,
the applicable Master Servicer or the Special Servicer shall use reasonable
efforts to cause the Borrower to pay the costs associated with such Rating
Agency confirmation, otherwise, such costs shall be a Trust Fund expense.

            If the Special Servicer, in accordance with the Servicing Standard,
objects to the determination by Master Servicer No. 1 with respect to a
Performing Trust Mortgage Loan acquired from KeyBank, which by its terms permits
transfer, assumption or further encumbrance without lender consent provided
certain conditions are satisfied, that such conditions have been satisfied, then
Master Servicer No. 1 will not permit the transfer, assumption or further
encumbrance with respect to such other Mortgage Loan. If the Special Servicer,
in accordance with the Servicing Standard, determines with respect to any other
Mortgage Loan, which by its terms permits transfer, assumption or further
encumbrance without lender consent provided certain conditions are satisfied,
that such conditions have not been satisfied, then Master Servicer No. 1 will
not permit the transfer, assumption or further encumbrance with respect to such
other Mortgage Loan.

            Notwithstanding the foregoing provisions of this Section 3.08(b), if
Master Servicer No. 1 rejects a Borrower's request in connection with a due on
encumbrance clause with respect to a Performing Trust Mortgage Loan that is a
KeyBank Trust Mortgage Loan, the Special Servicer may review and, subject to the
conditions and provisions set forth in this Section 3.08, determine to approve
the Borrower's request.

            (c) Any approval required to be obtained by the applicable Master
Servicer from the Special Servicer for any action taken by such Master Servicer
pursuant to this Section 3.08 with respect to a Performing Trust Mortgage Loan
(the giving of which approval shall be subject to the Servicing Standard and
Section 3.21) shall be deemed given if not denied in writing within ten (10)
Business Days after receipt by the Special Servicer of the applicable Master
Servicer's written recommendation and analysis and any additional information
requested by the Special Servicer or the Series 2007-C5 Directing
Certificateholder (through the Special Servicer), as applicable. If any such
action taken by any Master Servicer pursuant to this Section 3.08 requires the
approval of the Series 2007-C5 Directing Certificateholder (such consent to be
obtained through the Special Servicer), then such approval shall be deemed given
if not denied in writing within ten (10) Business Days, which 10-Business Day
period shall coincide with the Special Servicer's 10-Business Day period to
object set forth in the preceding sentence. Nothing in this Section 3.08 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assumption of a Mortgage Loan, any sale or other transfer
of the related Mortgaged Property or the creation of any additional lien or
other encumbrance with respect to such Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the applicable
Master Servicer or the Special Servicer, as applicable, shall not agree to
modify, waive or amend any payment term of any Mortgage Loan in connection with
the taking of, or the failure to take, any action pursuant to this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, with respect to any Performing Trust Mortgage Loan, the applicable
Master Servicer may (without the consent of the Special Servicer or the Series
2007-C5 Directing Certificateholder and without any Rating Agency confirmation)
grant a Borrower's request for consent to subject the related Mortgaged Property
to an easement, right-of-way or similar agreement for utilities, access,
parking, public improvements or another similar purpose and may consent to
subordination of the related Mortgage Loan(s) to such easement, right-of-way or
similar agreement; provided that the applicable Master Servicer shall have
determined (i) in accordance with the Servicing Standard that such easement,
right-of-way or similar agreement will not materially interfere with the
then-current use of the related Mortgaged Property or the security intended to
be provided by such Mortgage and will not materially or adversely affect the
value of such Mortgaged Property and (ii) that no REMIC Pool will fail to
qualify as a REMIC as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the Closing Date would be imposed on any
REMIC Pool as a result thereof; and provided, further, that the applicable
Master Servicer shall cause the Borrower to pay the costs (including attorneys'
fees and expenses) associated with the determination described in clause (ii).

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Mortgage Loan"), to
the extent permitted under the related Mortgage Loan Documents:

            (i) The applicable Master Servicer shall effect such defeasance only
      through the purchase of non-callable U.S. government obligations
      (including agency securities if such securities are eligible defeasance
      collateral by written confirmation from the Rating Agencies) satisfying
      the REMIC Provisions ("Defeasance Collateral") which purchase shall be
      made in accordance with the terms of the related Mortgage Loan Documents
      (except that such Master Servicer is authorized to accept Defeasance
      Collateral meeting the foregoing requirements in spite of more restrictive
      requirements of the related Mortgage Loan Documents so long as it meets
      the REMIC Provisions); 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 Mortgage 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 (which shall be a Single-Purpose Entity) and to cause an
      assumption by such successor Borrower of the defeased obligations under
      the related Note. Such Master Servicer shall be permitted to establish a
      single Single-Purpose Entity to assume the defeased obligations under all
      of the Mortgage Loans that have been defeased.

            (iii) The 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 qualifications and exceptions).

            (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, with respect to S&P and Fitch, if such defeasance or partial
      defeasance of such Mortgaged Property relates to any Trust Mortgage Loan
      that (1) represents one of the ten largest Trust Mortgage Loans (which for
      purposes of this clause (v) shall include groups of Crossed Trust Mortgage
      Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) or
      (2) has a Stated Principal Balance at the time of defeasance of more than
      $35,000,000 or represents more than 5% of the aggregate Stated Principal
      Balance of all Trust Mortgage Loans at such time (which for purposes of
      this clause (v) shall include groups of Crossed Trust Mortgage Loans and
      groups of Trust Mortgage Loans made to affiliated Borrowers), the
      applicable Master Servicer shall obtain, at the expense of the related
      Borrower, written confirmation from S&P that such defeasance would not, in
      and of itself, result in a downgrade, qualification or withdrawal of any
      of the then-current ratings assigned to the Certificates; provided that,
      in the case of any Trust Mortgage Loan that is not a Trust Mortgage Loan
      covered by clause (1) or (2), the Master Servicer shall obtain
      confirmation from S&P unless the Master Servicer delivers to S&P a notice
      in the form attached hereto as Exhibit K within a reasonable time after
      the completion of the defeasance.

            (vi) Neither the applicable Master Servicer nor the Special Servicer
      shall permit the release of any Mortgaged Property through defeasance
      unless the related Borrower establishes to the satisfaction of such Master
      Servicer or the 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, if the related Trust Mortgage Loan so requires and provides
      for the related Borrower to pay the cost thereof, 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
      REMIC Pool to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or cause a tax to be imposed on the Trust Fund under the
      REMIC Provisions.

            (viii) Neither the applicable Master Servicer nor the Special
      Servicer shall permit a partial defeasance with respect to any Mortgage
      Loan unless the Defeasance Collateral is sufficient to satisfy the
      payments and amount required pursuant to the related Mortgage Loan
      Documents with respect to such partial defeasance.

To the extent permitted under the related Mortgage Loan Documents, any costs to
a Master Servicer of obtaining legal advice to make the determinations required
to be made by it pursuant to this Section 3.08(f), or obtaining the Rating
Agency confirmations required by this Section 3.08(f), shall be borne by the
related Borrower as a condition to such Master Servicer's obligation to effect
the defeasance of the related Trust Mortgage Loan, or borne by the related
Mortgage Loan Seller (to the extent it is required to make such payment under
the related Mortgage Loan Purchase Agreement) or advanced as a Servicing Advance
by the Master Servicer, and otherwise shall be a Trust Fund expense. The
applicable Master Servicer shall deliver all documents relating to the
defeasance of any Trust Mortgage Loan to the Trustee for inclusion in the
related Mortgage File.

            (g) With respect to any Mortgage Loan that permits the related
Borrower to incur subordinate indebtedness secured by the related Mortgaged
Property, the applicable Master Servicer or the Special Servicer, as applicable,
shall enforce the rights of the lender, if any, under the related Mortgage Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
Trust.

            (h) With respect to any Trust Mortgage Loan, subject to the related
Mortgage Loan Documents, neither the applicable Master Servicer nor the Special
Servicer shall permit the related Borrower to substitute any real property, any
rights with respect to real property, or any other real property interest
whatsoever for the Mortgaged Property securing such Trust Mortgage Loan as of
the Closing Date without receipt of an Opinion of Counsel, at the expense of the
Borrower (if permitted by the related Mortgage Loan Documents, otherwise at the
expense of the Trust Fund), to the effect that the substitution will not cause
the related Trust Mortgage Loan to fail to qualify as a "qualified mortgage" as
defined under Section 860G(a)(3) of the Code while such Trust Mortgage Loan is
owned by either Loan REMIC or REMIC I.

            Section 3.09 Realization Upon Defaulted Mortgage Loans

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Mortgage
Loans as come into and continue in default, as to which no satisfactory
arrangements can be made for collection of delinquent payments, and which are
not released from the Trust Fund pursuant to any other provision hereof. In any
case in which a Mortgaged Property shall have suffered damage such that the
complete restoration of such property is not fully reimbursable by the hazard
insurance policies or flood insurance policies required to be maintained
pursuant to Section 3.07, the applicable Master Servicer shall not be required
to make a Servicing Advance and expend funds toward the restoration of such
property unless (i) the Special Servicer has determined in its reasonable
judgment in accordance with the Servicing Standard that such restoration will
increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders and any affected B Loan Holder or Companion Loan Holder, as a
collective whole, after reimbursement to such Master Servicer for such Servicing
Advance and interest thereon and (ii) 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 Sections 3.05(a)(v) and 3.05(a)(vii)
(or, if applicable, Section 3.04(e)). The applicable Master Servicer shall
advance all costs and expenses incurred by the Special Servicer in any such
proceedings (such costs and expenses to be advanced by such Master Servicer to
the Special Servicer in accordance with Section 3.03(c) and recoverable by such
Master Servicer as a Servicing Advance); 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 the Collection Account as
an expense of the Trust Fund any cost or expense that would otherwise be
determined to be a Nonrecoverable Servicing Advance as and to the extent
provided in the third to last paragraph of Section 3.03(c).

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund and any affected B Loan Holder
or Companion Loan Holder, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan(s), the occupancy level
and physical condition of the Mortgaged Property or REO Property, the state of
the local economy, the obligation to dispose of any REO Property within the time
period specified in Section 3.16(a) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer deems
it necessary and prudent for purposes of establishing the fair market value of
any Mortgaged Property securing a defaulted Mortgage Loan, whether for purposes
of bidding at foreclosure or otherwise, the Special Servicer is authorized to
have an Appraisal performed with respect to such property, the cost of which
Appraisal shall be paid by the applicable Master Servicer as a Servicing
Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on any REMIC Pool under the REMIC Provisions or cause
      any REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Mortgage
Loan Combination, the related B Loan Holder or Companion Loan Holder), would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment
of such Mortgaged Property performed within the preceding 12 months by an
Independent Person who regularly conducts Environmental Assessments, and taking
into account the existence of any Environmental Insurance Policy covering such
Mortgaged Property, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property into compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the applicable Master
Servicer as a Servicing Advance. If any such Environmental Assessment so
warrants, the Special Servicer shall, at the expense of the Trust Fund and/or,
subject to the applicable intercreditor, co-lender or similar agreement, any
related B Loan Holder or Companion Loan Holder, as a collective whole, perform
such additional environmental testing as it deems necessary and prudent to
determine whether the conditions described in clauses (i) and (ii) of the second
preceding sentence have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to the related Mortgage Loan Purchase Agreement for which the
related Mortgage Loan Seller could be required to repurchase the related Trust
Mortgage Loan pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or pursuant to the Column Performance Guarantee, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund and any affected B Loan Holder or Companion Loan Holder, as a
collective whole, and consistent with the Servicing Standard (other than
proceeding to acquire title to the Mortgaged Property) and is hereby authorized
at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the applicable Master Servicer and
the Certificateholders (or, if the Controlling Class of Certificates are held in
book-entry form, the Certificate Owners) of the Controlling Class, any affected
B Loan Holder or Companion Loan Holder and any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder) monthly regarding any actions taken by the Special Servicer
with respect to any Mortgaged Property securing a defaulted Mortgage Loan as to
which the environmental testing contemplated in subsection (c) above has
revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to
occur of satisfaction of both such conditions, repurchase of the related Trust
Mortgage Loan by the related Mortgage Loan Seller or release of the lien of the
related Mortgage on such Mortgaged Property; provided, however, that with
respect to each such report or Environmental Assessment, if beneficial ownership
of the Controlling Class resides in more than one Certificateholder (or, if the
Controlling Class of Certificates are held in book-entry form, more than one
Certificate Owner), the Special Servicer shall be responsible only for the
expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. The Trustee shall, upon request, forward all such reports to the
Certificateholders (at the expense of the requesting party) and each Rating
Agency.

            (f) The 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 interests received in a
trade or business and the forgiveness of indebtedness with respect to any
mortgaged property required by Sections 6050J, 6050H and 6050P, respectively, of
the Code. The Special Servicer shall provide the applicable Master Servicer with
all information or reports necessary to enable such 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.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property securing any defaulted Mortgage Loan is located and the terms of that
Mortgage Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee, the applicable Master Servicer and any affected B Loan
Holder or Companion Loan Holder no later than the first Business Day following
the end of the Collection Period in which such Final Recovery Determination was
made.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the applicable Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, such Master Servicer or Special Servicer, as the case may be,
will promptly notify the Trustee and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release
(and shall include two copies) signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer) and shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account or a Mortgage Loan
Combination Custodial Account, as applicable pursuant to Section 3.04, or
remitted to the 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 applicable Master Servicer or the
Special Servicer notifies the Trustee of an exigency) of receipt of such notice
and request, the Trustee (or, to the extent provided in Section 3.01(b), such
Master Servicer or the Special Servicer, as applicable) shall execute such
instruments of satisfaction, deeds of reconveyance and other documents as shall
have been furnished to it by such Master Servicer or the Special Servicer, and
the Trustee shall release and deliver the related Mortgage File to such Master
Servicer or the Special Servicer, as the case may be. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or any Mortgage Loan Combination Custodial
Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the applicable Master Servicer or the Special Servicer, as
applicable, shall deliver to the Trustee two copies of a Request for Release
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer).
Upon receipt of the foregoing, the Trustee shall deliver the Mortgage File or
any document therein to the applicable Master Servicer or the Special Servicer
(or a designee), as the case may be. Upon return of the Mortgage File to the
Trustee, the Trustee shall execute an acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of the lien of a Mortgage, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee and, if applicable, the related
Junior Loan Holder(s) or Companion Loan Holder 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 or Companion Loan Holder and certifying as to the
reason such documents or pleadings are required, that the proposed action is in
the best interest of the Certificateholders (and, in the case of a Mortgage Loan
Combination, the related B Loan Holder(s) and Companion Loan Holder) (as a
collective whole) and that the execution and delivery thereof by the Trustee and
any related Junior Loan Holder or Companion Loan Holder, as the case may be,
will not invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

            (d) From time to time as is appropriate for servicing or foreclosure
of any B Loan or Companion Loan, the applicable Master Servicer or the Special
Servicer, as applicable, subject to the related intercreditor, co-lender or
similar agreement, shall request the original of the related Note from the
related B Loan Holder or Companion Loan Holder.

            (e) If from time to time, pursuant to the terms of the 60 Wall
Street Intercreditor Agreement and any 60 Wall Street Servicing Agreement, and
as appropriate for enforcing the terms of the 60 Wall Street Loan, the 60 Wall
Street Master Servicer or the 60 Wall Street Special Servicer requests delivery
to it of the original notes for the 60 Wall Street Loan, then the Trustee shall
release or cause the release of such original notes to the requesting party or
its designee. In connection with the release of the original notes for the 60
Wall Street Loan in accordance with the preceding sentence, the Trustee shall
obtain a Request For Release, substantially in the form required by the 60 Wall
Street Servicing Agreement, to evidence the holding by the 60 Wall Street Master
Servicer or the 60 Wall Street Special Servicer of such original notes as
custodian on behalf of and for the benefit of the Trustee.

            Section 3.11 Servicing Compensation

            (a) As compensation for its activities hereunder, each Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Trust Mortgage Loan and REO Trust Mortgage Loan (including Specially
Serviced Trust Mortgage Loans, Defeasance Mortgage Loans and Additional
Collateral Trust Mortgage Loans) in its respective Servicing Group. As to each
Trust Mortgage Loan and REO Trust Mortgage Loan, the Master Servicing Fee shall
accrue at the related Master Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the same principal amount
as interest accrues from time to time on such Trust Mortgage Loan or is deemed
to accrue from time to time on such REO Trust Mortgage Loan, as the case may be,
and for the same period with respect to which any related interest payment due
on such Trust Mortgage Loan or deemed due on such REO Trust Mortgage Loan, as
the case may be, is computed. The Master Servicing Fee with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. The Master Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Trust
Mortgage Loan and REO Revenues allocable as interest on each REO Trust Mortgage
Loan. In no event will a 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 initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on any Mortgage Loan in its Servicing Group (including any Specially
Serviced Mortgage Loan, Additional Collateral Trust Mortgage Loan and Defeasance
Mortgage Loan) which is not serviced by a Primary Servicer, and on any successor
REO Mortgage Loan with respect to the foregoing. As to each Mortgage Loan,
Serviced Loan Combination and REO Mortgage Loan, the Primary Servicing Fee shall
accrue at the related Primary Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the same principal amount
as interest accrues from time to time on such Mortgage Loan or Serviced Loan
Combination or is deemed to accrue from time to time on such REO Mortgage Loan,
as the case may be, and for the same period respecting which any related
interest payment due on such Mortgage Loan or Serviced Loan Combination or
deemed due on such REO Mortgage Loan, as the case may be, is computed.
Notwithstanding anything herein to the contrary, each Master Servicer (and its
successors and assigns) may, at its option and without restriction, assign or
pledge to any third party or retain for itself the Primary Servicing Fees to
which it is entitled, and the right of such Master Servicer (and its successors
and assigns) to receive such Primary Servicing Fees in accordance with the
provisions hereof shall not be terminated or reduced under any circumstance,
including transfer of the servicing or subservicing of the Mortgage Loans to
another entity or the resignation or termination of such Master Servicer;
provided, however, that in the event of any resignation or termination of such
Master Servicer as a Primary Servicer, the Assignable Primary Servicing Fees may
be reduced by the Trustee to the extent reasonably necessary (in the discretion
of the Trustee) to compensate any replacement primary servicer for assuming the
duties of such initial Master Servicer as a Primary Servicer under this
Agreement. Notwithstanding the foregoing, each Primary Servicer shall be
entitled to all Primary Servicing Fees on all Mortgage Loans serviced under the
applicable Primary Servicing Agreement, whether or not any of such Mortgage
Loans shall become Specially Serviced Mortgage Loans.

            Each Master Servicer, on behalf of itself, the holder of the related
Excess Servicing Strip and the Assignable Primary Servicing Fee, and any Primary
Servicer shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Mortgage Loan or REO Mortgage Loan required to
be serviced by it out of that portion of related payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Mortgage Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a). Subject to the second and fourth paragraphs of this Section
3.11(a), the right of a 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. The parties hereto
acknowledge that the annual fees of each Rating Agency allocable to the Column
Trust Mortgage Loans, the KeyBank Trust Mortgage Loans and the Capmark Trust
Mortgage Loans have been paid on or prior to the Closing Date.

            Notwithstanding anything herein to the contrary, each initial Master
Servicer (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;
provided that any assignee or pledgee of the Excess Servicing Strip must be a
Qualified Institutional Buyer or Institutional Accredited Investor (other than a
Plan); and provided, further, that no transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall be made unless that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws; and provided, further, that in the event of any resignation or
termination a Master Servicer, all or any portion of the Excess Servicing Strip
may be reduced by the Trustee to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to obtain a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 6.04 and that requires market rate servicing
compensation that accrues at a per annum rate in excess of 0.005% per annum
(one-half basis point). Each Master Servicer and each holder of the Excess
Servicing Strip desiring to effect a transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall, and hereby agrees, and each such holder of
the Excess Servicing Strip by its acceptance of the Excess Servicing Strip shall
be deemed to have agreed, in connection with any transfer of the Excess
Servicing Strip effected by such Person, to indemnify the Certificateholders,
the Trust, the B Loan Holders, the Companion Loan Holder, the Depositor, the
Underwriters, the Trustee, the Master Servicer, the Certificate Registrar and
the Special Servicer against any liability that may result if such transfer is
not exempt from registration and/or qualification under the Securities Act or
other applicable federal and state securities laws or is not made in accordance
with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of the Excess Servicing Strip, the holder
thereof shall be deemed to have agreed (i) to keep all information relating to
the Trust and the Trust Fund and made available to it by the applicable Master
Servicer confidential (except as permitted pursuant to clause (iii) below), (ii)
not to use or disclose such information in any manner that could result in a
violation of any provision of the Securities Act or other applicable securities
laws or that would require registration of the Excess Servicing Strip or any
Non-Registered Certificate pursuant to the Securities Act, and (iii) not to
disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
holder's auditors, legal counsel and regulators, except to the extent such
disclosure is required by law, court order or other legal requirement or to the
extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of
disclosure by such holder; provided, however, that such holder may provide all
or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Strip if, and only if, such Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to
keep such information confidential, not to use or disclose such information in
any manner that could result in a violation of any provision of the Securities
Act or other applicable securities laws or that would require registration of
the Excess Servicing Strip or any Non-Registered Certificates pursuant to the
Securities Act and not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such Persons' auditors, legal counsel and regulators. From time to
time following any transfer, sale, pledge or assignment of the Excess Servicing
Strip, the Person then acting as such Master Servicer shall pay, out of each
amount paid to such Master Servicer as Master Servicing Fees with respect to any
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, the portion
of the Excess Servicing Strip attributable to such Trust Mortgage Loan or REO
Trust Mortgage Loan to the holder of the Excess Servicing Strip within one
Business Day following the payment of such Master Servicing Fees to such Master
Servicer, in each case in accordance with payment instructions provided by such
holder in writing to such Master Servicer. The holder of the Excess Servicing
Strip shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph.

            Each Master Servicer shall pay the Excess Servicing Strip and the
Assignable Primary Servicing Fee to the holder of the Excess Servicing Strip and
the Assignable Primary Servicing Fee at such time and to the extent that such
Master Servicer is entitled to receive payment of its Master Servicing Fees and
Primary Servicing Fees hereunder, notwithstanding any resignation or termination
of such Master Servicer hereunder (subject to reduction pursuant to the
preceding paragraph).

            Additional master servicing compensation ("Additional Servicing
Compensation") in the form of:

            (i) 100% of all assumption application fees and 50% of all
      assumption fees, modification fees, extension fees, consent fees, release
      fees, waiver fees, 100% of all fees in connection with defeasance and 50%
      of all earn-out fees paid by the Borrowers (and all other commercially
      reasonable fees collected on or with respect to other actions for which a
      Master Servicer is responsible) on all Trust Mortgage Loans (other than
      the 60 Wall Street Mortgage Loan) that are not Specially Serviced Trust
      Mortgage Loans (provided, however, that with respect to assumption fees,
      modification fees, extension fees, consent fees, release fees and waiver
      fees, if the consent of the Special Servicer is not required pursuant to
      the terms of this Agreement in connection with the underlying servicing
      action, then the applicable Master Servicer shall be entitled to receive
      100% of such fees) (but only to the extent that all amounts then due and
      payable (after giving effect to any modification) with respect to the
      subject Trust Mortgage Loan have been paid);

            (ii) all Penalty Charges actually collected on each Trust Mortgage
      Loan (other than the 60 Wall Street Mortgage Loan) during the period that
      such Trust Mortgage Loan is not a Specially Serviced Mortgage Loan, but
      only to the extent that (A) all amounts then due and payable with respect
      to such Trust Mortgage Loan (including outstanding interest on all
      Advances accrued with respect to such Trust Mortgage Loan) have been paid,
      (B) the Trust Fund has been reimbursed with respect to any Advances made
      with respect to such Trust Mortgage Loan, together with interest thereon
      if such interest was paid to a Master Servicer, Special Servicer or the
      Trustee, as applicable, from a source of funds other than Penalty Charges
      collected on such Trust Mortgage Loan and (C) the Trust Fund has been
      reimbursed for any Additional Trust Fund Expenses incurred since the
      Closing Date with respect to such Trust Mortgage Loan and previously paid
      from a source other than Penalty Charges on such Trust Mortgage Loan;

            (iii) all charges for beneficiary statements or demands, amounts
      collected for checks returned for insufficient funds and other loan
      processing fees actually paid by a Borrower with respect to a Performing
      Mortgage Loan (other than the 60 Wall Street Mortgage Loan); and

            (iv) all other customary charges (other than the 60 Wall Street
      Mortgage Loan), 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 related Collection Account or any Mortgage Loan Combination
Custodial Account pursuant to Section 3.04. Notwithstanding anything to the
contrary in clause (ii) of the first sentence of this paragraph or in the last
paragraph of Section 3.11(b), the applicable Master Servicer shall be entitled
to that portion, if any, of a Penalty Charge collected on a Specially Serviced
Trust Mortgage Loan prior to the related Servicing Transfer Event.

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

            To the extent that any of the amounts described in the preceding
paragraph are collected by the Special Servicer, such Special Servicer shall
promptly pay such amounts to the applicable Master Servicer.

            Without limiting its rights under any other agreement or arrangement
(including without limitation, the related CBA A/B Intercreditor Agreement), the
Master Servicers shall not be entitled to any Master Servicing Fees or any other
compensation hereunder with respect to the CBA B Loans.

            In respect of each Broker Strip Loan, the applicable Master Servicer
shall, on a monthly basis, by the last day of the month following the month in
which such Master Servicer collected any related Broker Strip Interest, remit to
the applicable Broker Strip Payee the amount of the Broker Strip Interest so
collected.

            Except as specifically provided in this Agreement, each Master
Servicer shall be required to pay out of its own funds all overhead expenses
incurred by it in connection with its servicing activities hereunder, if and to
the extent such expenses are not payable directly out of the Collection Account
or any Mortgage Loan Combination Custodial Account, and a Master Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Mortgage Loan. As to each such
Specially Serviced Mortgage Loan or REO Mortgage Loan, the Special Servicing Fee
shall accrue at the Special Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the same principal amount
as interest accrues from time to time on such Specially Serviced Mortgage Loan
or is deemed to accrue from time to time on such REO Mortgage Loan and for the
same period respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such REO Mortgage Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof or, in the case of a Specially Serviced Mortgage Loan,
when all applicable Servicing Transfer Events cease to exist as described in the
definition of "Servicing Transfer Event." The Special Servicing Fee shall be
payable monthly, on a loan-by-loan basis, to the extent permitted by Section
3.05(a). The right to receive the related Special Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Special Servicer's responsibilities and obligations under this Agreement.

            Additional servicing compensation in the form of (i) 100% of all
assumption fees and assumption application fees on all Specially Serviced
Mortgage Loans, (ii) 50% of all assumption fees on any Mortgage Loans other than
Specially Serviced Mortgage Loans and 50% of all consent, waiver and
modification fees with respect to Performing Trust Mortgage Loan, for which
Special Servicer consent or approval is required and (iii) all commercially
reasonable extension fees and all fees received on or with respect to Trust
Mortgage Loan modifications, waivers and consents for which the Special Servicer
is responsible pursuant to Section 3.20(a), but only to the extent actually
collected from the related Borrower and only to the extent that all amounts then
due and payable after giving effect to any modification with respect to the
related Trust Mortgage Loan (including those payable to the applicable Master
Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid to
the Special Servicer by the applicable Master Servicer and shall not be required
to be deposited in any Collection Account or any Mortgage Loan Combination
Custodial Account pursuant to Section 3.04.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate. The Workout Fee shall be payable out of,
and shall be calculated by application of the Workout Fee Rate to, each
collection of interest, other than Default Interest and Excess Interest, and
principal (including scheduled payments, prepayments, Balloon Payments, payments
at maturity and payments received with respect to a partial condemnation of a
Mortgaged Property securing a Specially Serviced Mortgage Loan) received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
Mortgage Loan again becomes a Specially Serviced Mortgage Loan; provided that a
new Workout Fee will become payable if and when such Mortgage Loan again becomes
a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Mortgage
Loans at the time of such termination or resignation (or for any Specially
Serviced Mortgage Loan that had not yet become a Corrected Mortgage Loan because
at the time the Special Servicer was terminated or resigned the Borrower had not
made three consecutive monthly debt service payments and subsequently the
Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan), and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Trust Mortgage Loan repurchased by the applicable Mortgage Loan
Seller after the Initial Resolution Period as described in Section 2.03, any
Specially Serviced Mortgage Loan or REO Mortgage Loan as to which the Special
Servicer receives a full, partial or discounted payoff with respect thereto from
the related Borrower or any Liquidation Proceeds or Insurance and Condemnation
Proceeds with respect thereto, equal to the product of (i) the Liquidation Fee
Rate and (ii) the proceeds of such repurchase or full, partial or discounted
payoff or the Liquidation Proceeds or Insurance and Condemnation Proceeds
related to such repurchased Trust Mortgage Loan or liquidated Specially Serviced
Mortgage Loan or REO Mortgage Loan, as the case may be (in each such case,
however, exclusive of any portion of such payoff and/or proceeds that represents
Penalty Charges and/or Excess Interest); provided, however, that no Liquidation
Fee shall be payable out of, or in connection with the receipt of, Liquidation
Proceeds received as a result of the repurchase or replacement of any Trust
Mortgage Loan in connection with a Material Breach or Material Defect by the
related Mortgage Loan Seller or, in the case of a Column Trust Mortgage Loan, by
the Column Performance Guarantor as contemplated by Section 2.03 (so long as
such repurchase or replacement occurs within the applicable cure period set
forth in the related Mortgage Loan Purchase Agreement, as such cure period may
be extended in accordance with the related Mortgage Loan Purchase Agreement),
the purchase of any Defaulted Trust Mortgage Loan by the Special Servicer or any
Affiliate thereof pursuant to Section 3.18, the purchase of any A Loan by the
related B Loan Holder pursuant to the related Intercreditor Agreement so long as
such purchase occurs within 90 days of the Servicing Transfer Event, the
purchase of any Trust Mortgage Loan by any related Mezzanine Loan Holder (but
only so long as such purchase occurs within 60 days of the Mezzanine Loan
Holder's option in the related intercreditor agreement first becoming
exercisable) or the purchase of all the Trust Mortgage Loans and REO Properties
in the Trust Fund by Holders of more than 50% of the Percentage Interests in the
Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01. Liquidation Fees are payable from and out of the proceeds of such
repurchase or full, partial or discounted payoff or Liquidation Proceeds or
Insurance and Condemnation Proceeds. Notwithstanding the foregoing, no
Liquidation Fee shall be payable to the Special Servicer with respect to the 60
Wall Street Loan or any REO Property related to the 60 Wall Street Loan.

            Notwithstanding anything in this Agreement to the contrary, no
Liquidation Fee will be payable under the circumstances set forth in the proviso
in the preceding paragraph. If, however, Liquidation Proceeds are received with
respect to any Corrected Mortgage Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
such Liquidation Proceeds.

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

            Notwithstanding the foregoing provisions of this Section 3.11(b),
Special Servicing Fees, Workout Fees and Liquidation Fees earned with respect to
any A Loan, any successor REO Trust Mortgage Loan with respect thereto or any
related REO Property shall be payable out of the related Mortgage Loan
Combination Custodial Account, to the maximum extent permitted by the related
Intercreditor Agreement, before being paid out of the Collection Account. The
Special Servicer shall be entitled to such compensation with respect to the B
Loans as is provided under the respective Intercreditor Agreements; provided
that, in no such case, shall the payment of any such compensation reduce amounts
otherwise payable to the Certificateholders with respect to the related A Loan.

            Section 3.12 Reports to the Trustee

            (a) Each Master Servicer shall deliver to the Trustee and the
Special Servicer, no later than 1:30 p.m. New York City time on the second
Business Day prior to each Distribution Date beginning in December 2007, the
CMSA Loan Periodic Update File with respect to each Trust Mortgage Loan in its
related Servicing Group and any successor REO Trust Mortgage Loan relating
thereto for the subject Distribution Date. As to each Trust Mortgage Loan and
REO Property (or related REO Trust Mortgage Loan), to the extent that the
relevant information is not included as part of the CMSA Loan Periodic Update
File, such Master Servicer shall provide to the Special Servicer, by the close
of business on such Distribution Date and in a mutually agreeable electronic
format, the amount of each outstanding Advance and the interest accrued thereon
as of the related Determination Date. For purposes of the production by a Master
Servicer or the Special Servicer of any report, such Master Servicer or the
Special Servicer, as the case may be, may conclusively rely (without
investigation, inquiry, independent verification or any duty or obligation to
recomputed, 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 Special Servicer (unless the Special Servicer is such Master Servicer or an
Affiliate thereof) and (y) in the case of such a report produced by the Special
Servicer, by a Master Servicer (unless such Master Servicer is the Special
Servicer or an Affiliate thereof).

            (b) Notwithstanding the foregoing, because the Master Servicers will
not receive the Servicing Files until the Closing Date and will not have
sufficient time to review and analyze such Servicing Files before the initial
Distribution Date, the parties agree that the CMSA Loan Periodic Update File
required to be delivered by the Master Servicer in December 2007 will be based
solely upon information generated from actual collections received by the Master
Servicers and from information the Depositor delivers or causes to be delivered
to the Master Servicers (including but not limited to information prepared by
third-party servicers of the subject Trust Mortgage Loans with respect to the
period prior to the Closing Date).

            (c) No later than 4:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in February 2008 (or with respect to clause
(viii) below, in March 2008), the Master Servicer shall deliver or cause to be
delivered to the Trustee the following reports with respect to the Trust
Mortgage Loans and any Serviced Loan Combinations in its related Servicing Group
(and, if applicable, the related REO Properties, providing the required
information as of the related Determination Date): (i) a CMSA Comparative
Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA
Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA
Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Set-up File;
(ix) a CMSA Financial File; (x) CMSA Loan Level Reserve LOC Report; (xi) CMSA
Reconciliation of Funds Report; (xii) CMSA Realized Loss Report; and (xiii) CMSA
Advance Recovery Report. 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 the applicable Master Servicer.

            (d) The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicers with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicers to prepare each report and any
supplemental information to be provided by the Master Servicers to the Trustee.
Without limiting the generality of the foregoing, not later than 1:30 p.m. (New
York City time) on the Business Day following each Determination Date, beginning
in December 2007, the Special Servicer shall prepare and deliver or cause to be
delivered to the Master Servicers (on a computer readable medium reasonably
acceptable to the Master Servicers and the Special Servicer) the CMSA Special
Servicer Loan File providing the data to enable the Master Servicers to produce
the following supplemental reports with respect to the Specially Serviced
Mortgage Loans and REO Properties, providing the required information as of such
Determination Date: (i) a CMSA Property File; (ii) a CMSA Loan Periodic Update
File; (iii) a CMSA Delinquent Loan Status Report; (iv) a CMSA Comparative
Financial Status Report; (v) a CMSA Historical Liquidation Report; (vi) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; (vii) a CMSA
REO Status Report; and (viii) a CMSA NOI Adjustment Worksheet and CMSA Operating
Statement Analysis Report.

            (e) Notwithstanding the foregoing, the failure of a Master Servicer
or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 3.12 shall not constitute a breach of this
Agreement to the extent that such Master Servicer or the Special Servicer, as
the case may be, so fails because such disclosure, in the reasonable belief of
such Master Servicer or the Special Servicer, as the case may be, would violate
any applicable law or any provision of a Mortgage Loan Document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties, would constitute a waiver of the attorney-client privilege on behalf
of the Trust or would otherwise materially harm the Trust Fund. A Master
Servicer or the Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

                  (A) At least annually by September 30, commencing September
            30, 2008 or as soon thereafter as is reasonably practicable based
            upon when, and the format in which, such Master Servicer has
            received the subject information, with respect to each Trust
            Mortgage Loan and REO Trust Mortgage Loan, each Master Servicer
            shall prepare and deliver or cause to be delivered to the Trustee a
            CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
            Worksheet for the related Mortgaged Property or REO Property as of
            the end of the preceding fiscal year, based upon the operating
            statements and rent rolls (but only to the extent the related
            Borrower delivers such information to such Master Servicer or the
            Special Servicer and, with respect to operating statements and rent
            rolls for Specially Serviced Trust Mortgage Loans and REO
            Properties, to the extent timely delivered by the Special Servicer
            to such Master Servicer) for the related Mortgaged Property or REO
            Property as of the end of the preceding fiscal year.

                  (B) Commencing with respect to the calendar quarter ending
            September 30, 2008, each Master Servicer shall use its reasonable
            efforts (but shall not be required to institute litigation) to
            obtain quarterly and annual operating statements and rent rolls, the
            quarterly and annual financial statements and the annual budgets (to
            the extent the Mortgage Loan Documents require the Borrower to
            deliver such budgets) of each Borrower with respect to each Trust
            Mortgage Loan in its Servicing Group, other than Specially Serviced
            Trust Mortgage Loans, which efforts shall include sending a letter
            to the related Borrower each quarter (followed up with telephone
            calls) requesting such quarterly and annual operating statements and
            rent rolls by no later than 60 days after the subject fiscal quarter
            or 90 days after the subject fiscal year, as applicable, to the
            extent such action is consistent with applicable law, the terms of
            such Trust Mortgage Loans and the Servicing Standard. Each Master
            Servicer shall (to the extent not delivered pursuant to the
            preceding paragraph) deliver copies of all of the foregoing items so
            collected to the Special Servicer, the Series 2007-C5 Directing
            Certificateholder and, upon request, the Trustee, (x) in the case of
            quarterly operating statements and rent rolls, within the later of
            (A) 60 days after such subject fiscal quarter and (B) 45 days
            following receipt by such Master Servicer of such operating
            statements and rent rolls (or, if received from the Special
            Servicer, 15 days following such receipt), and (y) in the case of
            annual operating statements and rent rolls, not later than the later
            of (A) September 30 of each calendar year, commencing September 30,
            2008, and (B) 60 days following receipt by such Master Servicer of
            such operating statements and rent rolls (or, if received from the
            Special Servicer, 15 days following such receipt).

                  (C) Each Master Servicer shall maintain a CMSA Operating
            Statement Analysis Report for each Mortgaged Property securing each
            Loan for which it is the Master Servicer (including any such
            Mortgaged Property which is an REO Property or constitutes security
            for a Specially Serviced Trust Mortgage Loan upon the receipt of
            information from the Special Servicer) that shall be prepared or,
            once prepared, updated by the Master Servicer and delivered to the
            Trustee within 30 days after receipt by such Master Servicer of
            updated operating statements for such Mortgaged Property; provided
            that each Master Servicer shall not be required to update the CMSA
            Operating Statement Analysis Reports more often than quarterly or
            such other longer period as operating statements are required to be
            delivered to the lender by the Borrower pursuant to the related
            Mortgage Loan Documents.

The Special Servicer will be required pursuant to Section 3.12(g) to deliver to
the Master Servicers the information required pursuant to this Section 3.12(f)
with respect to Specially Serviced Trust Mortgage Loans and REO Trust Mortgage
Loans after its receipt of any operating statement or rent rolls for any related
Mortgaged Property or REO Property.

            (f) The Special Servicer shall use its reasonable efforts (but shall
not be required to institute litigation) to obtain quarterly and annual
operating statements, budgets and rent rolls and quarterly and annual financial
statements of each Borrower with respect to each Mortgaged Property constituting
security for a Specially Serviced Trust Mortgage Loan (and shall deliver or
cause to be delivered such materials to the Master Servicer and, upon the
request of the Trustee, the Depositor or any Rating Agency, to any such
requesting party), which efforts shall include sending a letter to the related
Borrower or other appropriate party each quarter (followed up with telephone
calls) requesting such annual operating statements and rent rolls by no later
than 45 days after the subject fiscal quarter or 60 days after the subject
fiscal year, as applicable, and shall cause quarterly and annual operating
statements and rent rolls to be prepared and delivered to it with respect to
each REO Property within 45 days after each fiscal quarter or 60 days after each
fiscal year, as applicable. The Special Servicer shall (to the extent not
delivered pursuant to the preceding paragraph) deliver copies of all of the
foregoing items so collected to the applicable Master Servicer, the Series
2007-C5 Directing Certificateholder and any Requesting 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) 45 days after such quarter and (B) 20 days following
receipt by the Special Servicer of such operating statements and rent rolls, and
(y) in the case of annual operating statements and rent rolls, not later than
the later of (A) April 30 of each calendar year and (B) 20 days following
receipt by the Special Servicer of such operating statements and rent rolls.

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

            (h) If a Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement such Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on such Master Servicer's internet website,
unless this Agreement expressly specifies a particular method of delivery or
such statement, report or information must be filed with the Commission as
contemplated by Section 12.06, 12.07 or 12.09; provided, that all reports
required to be delivered to the Trustee shall be delivered in accordance with
clause (x) or (y). Notwithstanding the foregoing, each Master Servicer and the
Special Servicer shall prepare and deliver to the Series 2007-C5 Directing
Certificateholder electronically the reports described on Exhibit I in the forms
and formats and within the time frames set forth therein, and in the Centerline
Naming Convention.

            (i) The applicable Master Servicer shall, with the reasonable
cooperation of the other parties hereto, deliver to each B Loan Holder and
Companion Loan Holder all documents, statements, reports and information with
respect to the related B Loan, the related Companion Loan and/or the related
Mortgaged Property as may be required under the related Intercreditor Agreement.

            (j) Without limiting Section 3.12(h), each Master Servicer may, but
is not required to, make any of the reports or files it delivers pursuant to
Section 3.12 available each month on such Master Servicer's Website (in the case
of KRECM, initially at www.key.com/key2cre, and in the case of Capmark,
initially located at www.capmark.com) only with the use of a password, in which
case such Master Servicer shall provide such password to (i) the other parties
to this Agreement, who by their acceptance of such password shall be deemed to
have agreed not to disclose such password to any other Person, (ii) the Rating
Agencies, and (iii) each Certificateholder and Certificate Owner who requests
such password, provided that any such Certificateholder or Certificate Owner, as
the case may be, has delivered a certification substantially in the form of
Exhibit S-1 to the Trustee (with a copy to the Master Servicers). In connection
with providing access to the applicable Master Servicer's Website, such Master
Servicer may require registration and the acceptance of a disclaimer and
otherwise (subject to the preceding sentence) adopt reasonable rules and
procedures, which may include, to the extent such Master Servicer deems
necessary or appropriate, conditioning access on execution of an agreement
governing the availability, use and disclosure of such information, and which
may provide indemnification to such Master Servicer for any liability or damage
that may arise therefrom.

            Section 3.13 Reserved

            Section 3.14 Reserved

            Section 3.15 Access to Certain Information

            (a) Each Master Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder, Certificate Owner or holder of a
security backed by a B Loan or Companion Loan that is, or is affiliated with, a
federally insured financial institution, the Trustee, the Depositor, each Rating
Agency, to the applicable Master Servicer or the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, Certificate Owner or holder of a
security backed by a B Loan or Companion Loan, access to any documentation
regarding the Mortgage Loans and the Trust Fund (or, in the case of a holder of
a security backed by a B Loan or Companion Loan, regarding such B Loan or
Companion Loan) within its control which may be required by this Agreement or by
applicable law.

            Such access shall be afforded without charge (except that the Master
Servicers and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the applicable Master Servicer or the Special Servicer, as the case may be,
designated by it. The Master Servicers and Special Servicer may satisfy any
obligation or request to provide information or copies of any reports or
documents described in this Section 3.15 by (x) physically delivering a paper
copy of such information, reports or documents, (y) delivering such information,
reports or documents in a commonly used electronic format or (z) making such
information, reports or documents available on its Website (in the case of
KRECM, initially at www.key.com/key2cre and in the case of Capmark, initially
located at www.capmark.com); provided, that all reports required to be delivered
to the Trustee shall be delivered in accordance with clause (x) or (y).

            Nothing in this Section 3.15 shall detract from the obligation of
each Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of a Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require a Master Servicer or the Special Servicer to confirm, represent or
warrant the accuracy or completeness of any other Person's information or
report, including any communication from such Master Servicer, the Special
Servicer, a Borrower or any other Person. Notwithstanding the above, each Master
Servicer and the Special Servicer shall not have any liability to the Depositor,
the Trustee, any Certificateholder, any Certificate Owner, the Initial
Purchaser, any Underwriter, any Rating Agency or any other Person to whom it
delivers information pursuant to and in accordance with this Section 3.15 or any
other provision of this Agreement for federal, state or other applicable
securities law violations relating to the disclosure of such information, unless
such Master Servicer or the Special Servicer, as the case may be, acted with
negligence, bad faith or willful misfeasance. Each of the Master Servicers and
the Special Servicer may each deny any of the foregoing Persons access to
confidential information or any intellectual property which a Master Servicer or
the Special Servicer is restricted by license or contract from disclosing.
Notwithstanding the foregoing, the Master Servicer and the Special Servicer
shall maintain separate from such confidential information and intellectual
property, all documentation regarding the Mortgage Loans and REO Properties that
is not confidential.

            (b) Each Master Servicer and the Special Servicer may, in accordance
with such reasonable rules and procedures as it may adopt, also make available
through its Website or otherwise, any additional information relating to the
Trust Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by
the Depositor, the Rating Agencies and any other Persons to whom such Master
Servicer or the Special Servicer believes such disclosure is appropriate, in
each case except to the extent doing so is prohibited by applicable law or by
the related Trust Mortgage Loan.

            (c) Each Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, for review by the Depositor, the Trustee, any B Loan Holder (or its
designee), the Companion Loan Holder (or its designee), the Rating Agencies, any
Certificateholder, any Certificate Owner, any prospective transferee of a
Certificate or an interest therein (or any licensed or registered investment
adviser acting on its behalf) and any other Persons to whom such Master Servicer
or the Special Servicer, as applicable, believes such disclosure to be
appropriate, or shall send such items to any requesting party (at the expense of
such requesting party, except in the case of the Series 2007-C5 Directing
Certificateholder (so long as the requests are not excessive or duplicative),
any B Loan Holder (or its designee) or the Companion Loan Holder (or its
designee) (in each case, so long as the requests are not excessive or
duplicative), the Trustee and the Rating Agencies, and except as otherwise
provided in the last sentence of this paragraph): (i) all financial statements,
occupancy information, rent rolls, retail sales information, average daily room
rates and similar information received from the respective Borrowers or
otherwise obtained by such Master Servicer or the Special Servicer, as
applicable, (ii) the inspection reports prepared by or on behalf of such Master
Servicer or the Special Servicer, as applicable, with respect to the respective
Mortgaged Properties in connection with the property inspections pursuant to
Section 3.19, (iii) any appraisals and/or internal valuations prepared by or on
behalf of such Master Servicer or the Special Servicer, as applicable, with
respect to the respective Mortgaged Properties in accordance with this
Agreement, (iv) any and all modifications, waivers and amendments of the terms
of a Trust Mortgage Loan entered into by such Master Servicer or the Special
Servicer, as applicable, and (v) 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. Except as otherwise specifically provided herein, copies
of all such information shall be delivered by such Master Servicer or the
Special Servicer, as applicable, upon request, not more frequently than
quarterly to the Certificateholders (or, if the Controlling Class of
Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class (as identified by the related Depository Participant and for
so long as such Class remains outstanding) at the address specified by such
Certificate Owners; provided, however, that if beneficial ownership of the
Controlling Class resides in more than one Certificateholder or Certificate
Owner, as applicable, such Master Servicer or the Special Servicer, as
applicable, shall be responsible only for the expense of providing the first
such copy of such information and shall be entitled to reimbursement from the
requesting party for the expense of any additional copies so provided.

            (d) With respect to any information furnished by a Master Servicer
or the Special Servicer pursuant to the foregoing provisions of this Section
3.15, such Master Servicer or the Special Servicer, as the case may be, shall be
entitled to (i) indicate the source of such information and affix thereto any
disclaimer it deems appropriate in its discretion and/or (ii) require that the
recipient of such information acknowledge that such Master Servicer or the
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. Without limiting the
foregoing, in connection with providing access to or copies of the items
described above in this Section 3.15 to Certificateholders, Certificate Owners,
the Series 2007-C5 Directing Certificateholder, prospective purchasers of
Certificates or interests therein, a licensed or registered investment advisor
acting on behalf of any of the foregoing, such Master Servicer or the Special
Servicer, as the case may be, shall require: (i) in the case of
Certificateholders, Certificate Owners and the Series 2007-C5 Directing
Certificateholder (or licensed or registered investment advisors acting on their
behalf), a confirmation executed by the requesting Person (and its investment
advisor, if applicable) substantially in the form of Exhibit R-1 hereto (or such
other form as may be reasonably acceptable to such Master Servicer or the
Special Servicer, as applicable, and which may provide indemnification to such
Master Servicer or Special Servicer, as applicable), generally to the effect
that such Person is a registered or beneficial holder of Certificates or an
investment advisor representing such Person and is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or a licensed or registered investment advisor
representing such Person, confirmation executed by the requesting Person (and
its investment advisor, if applicable) substantially in the form of Exhibit R-2
hereto (or such other form as may be reasonably acceptable to such Master
Servicer or the Special Servicer, as applicable, and which may provide
indemnification to such Master Servicer or the Special Servicer, as applicable),
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or a licensed or registered investment
advisor representing such Person, and is requesting the information solely for
use in evaluating a possible investment in Certificates and will otherwise keep
such information confidential. None of the Master Servicers nor the Special
Servicer shall be liable for the dissemination of information in accordance with
this Agreement.

            (e) Any transmittal of information by a Master Servicer or the
Special Servicer to any Person other than the Trustee, the Rating Agencies or
the Depositor may be accompanied by a letter from a Master Servicer or the
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 2007-C5 from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser (or licensed or registered investment advisor
            acting on their behalf) of such Certificates or beneficial interest
            therein."

            (f) Notwithstanding anything in this Agreement to the contrary, each
Master Servicer and the Special Servicer may withhold any information not yet
included in a Current Report on Form 8-K filed with the Commission or otherwise
made publicly available with respect to which the Trustee, the Special Servicer
or such Master Servicer has determined that such withholding is appropriate in
accordance with applicable law.

            (g) Except as otherwise required by this Agreement and except for
statements, reports and information to be filed with the Commission as
contemplated by Article XII, each Master Servicer and the Special Servicer each
may, in its discretion, make available by hard copy, electronic media, internet
website or bulletin board service certain information and may make available by
hard copy, electronic media, internet website or bulletin board service any
reports or information that such Master Servicer or the Special Servicer is
required by this Agreement to provide to any of the Rating Agencies, the
Trustee, the Depositor and anyone the Depositor reasonably designates.

            Section 3.16 Title to REO Property; REO Account

            (a) If title to any REO Property (other than any REO Property
related to the 60 Wall Street Loan) is acquired, the deed or certificate of sale
shall be issued to the Trustee or its nominee, on behalf of the
Certificateholders and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related B Loan Holder or Companion Loan Holder.
The Special Servicer, on behalf of the Trust and, if such REO Property relates
to a Mortgage Loan Combination, on behalf of the related B Loan Holder or
Companion Loan Holder, shall sell any REO Property in accordance with Section
3.18 by the end of the third calendar year following the year in which the Trust
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies, more than 60 days
prior to the expiration of such liquidation period, for and is granted an
extension of time (an "REO Extension") by the IRS to sell such REO Property or
(ii) obtains for the Trustee 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 of such REO Property subsequent to the end of the third calendar
year following the year in which such acquisition occurred will not result in an
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect to Grantor Trust V or Grantor Trust LR. Regardless of whether
the Special Servicer applies for or is granted the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel referred to in clause (ii) of such sentence, the Special Servicer shall
act in accordance with the Servicing Standard to liquidate the subject REO
Property on a timely basis. The Special Servicer shall cooperate with the 60
Wall Street Special Servicer in obtaining any REO Extension with respect to any
REO Property related to the 60 Wall Street Loan. If the Special Servicer is
granted such REO Extension or obtains such Opinion of Counsel with respect to
any REO Property, the Special Servicer shall (i) promptly forward a copy of such
REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO
Property within such extended period as is permitted by such REO Extension or
contemplated by such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its applying for and being
granted the REO Extension contemplated by clause (i) of the third preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
above shall be an expense of the Trust Fund (or, if applicable, the Trust Fund
and any affected B Loan Holder or Companion Loan Holder) payable out of the
Collection Account pursuant to Section 3.05 (or, if applicable, out of the
related Mortgage Loan Combination Custodial Account pursuant to Section 3.04)
first from REO Proceeds, and then from general collections in the Collection
Account (in which case such expense shall be reimbursable to the Trust from
Liquidation Proceeds received with respect to the REO Mortgage Loan).

            (b) The Special Servicer shall segregate and hold all funds
collected and received by it in connection with any REO Property separate and
apart from its own funds and general assets. If title to any REO Property is
acquired by or on behalf of the Trust (or, if such REO Property relates to a
Mortgage Loan Combination, on behalf of the Trust Fund and the related B Loan
Holder or Companion Loan Holder), then the Special Servicer shall establish and
maintain one or more accounts (collectively, the "REO Account"), to be held on
behalf of the Trustee in trust for the benefit of the Certificateholders (and
any affected B Loan Holder or Companion Loan Holder), for the retention of
revenues and other proceeds derived from such REO Property. Each account that
constitutes an REO Account shall be an Eligible Account. The Special Servicer
shall deposit, or cause to be deposited, in the REO Account, within one Business
Day following receipt, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO
Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall be entitled to make withdrawals from the REO
Account to pay itself, as additional special servicing compensation, interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for any Collection Period).
The Special Servicer shall give notice to the other parties hereto of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the first Business Day
following each Determination Date, the Special Servicer shall withdraw from the
REO Account and deposit into the Collection Account (or, if the subject REO
Property relates to a Mortgage Loan Combination, into the related Mortgage Loan
Combination Custodial Account), or deliver to the applicable Master Servicer for
deposit into the Collection Account (or, if the subject REO Property relates to
a Mortgage Loan Combination, into the related Mortgage Loan Combination
Custodial Account), the aggregate of all amounts received in respect of each REO
Property during the Collection Period ending on such Determination Date that are
then on deposit in the REO Account, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that, in the case of each
REO Property, the Special Servicer may retain in the REO Account such portion of
such proceeds and collections as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or
3.16(c).

            (e) The REO Property and the related REO Account with respect to the
Loan REMICs shall be treated as assets of the related Loan REMIC for all
purposes of this Agreement.

            Section 3.17 Management of REO Property

            (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that
would be derived from such property if it were acquired by the Trust. If the
Special Servicer determines from such review that:

            (i) None of the income from Directly Operating such Mortgaged
      Property would be subject to tax as "net income from foreclosure property"
      within the meaning of the REMIC Provisions or to the tax imposed on
      "prohibited transactions" under Section 860F of the Code (either such tax
      referred to herein as an "REO Tax"), then such Mortgaged Property may be
      Directly Operated by the Special Servicer as REO Property (other than
      performing construction work thereon or holding such REO Property for sale
      to customers in the ordinary course of a trade or business);

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the judgment of the Special
      Servicer, exercised in accordance with the Servicing Standard, it is
      commercially reasonable) so lease or otherwise operate such REO Property
      or, in accordance with the Servicing Standard, the Special Servicer
      determines the income or earnings with respect to such REO Property will
      offset any REO Tax and will maximize the net recovery from the REO
      Property to the Certificateholders then the Special Servicer may so
      operate the REO Property;

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that no commercially reasonable means exists to operate such property as
      REO Property without the Trust incurring or possibly incurring an REO Tax
      on income from such property, then the Special Servicer shall deliver to
      the Trustee and to the Series 2007-C5 Directing Certificateholder, in
      writing, a proposed plan (the "Proposed Plan") to manage such property as
      REO Property. Such plan shall include potential sources of income and good
      faith estimates of the amount of income from each such source. Within a
      reasonable period of time after receipt of such plan, the Trustee shall
      consult with the Special Servicer and shall advise the Special Servicer of
      the Trust's federal income tax reporting position with respect to the
      various sources of income that the Trust would derive under the Proposed
      Plan. In addition, the Trustee shall (to the maximum extent reasonably
      possible) advise the Special Servicer of the estimated amount of taxes
      that the Trust would be required to pay with respect to each such source
      of income. After receiving the information described in the two preceding
      sentences from the Trustee, the Special Servicer shall either (A)
      implement the Proposed Plan (after acquiring the respective Mortgaged
      Property as REO Property) or (B) manage and operate such property in a
      manner that would not result in the imposition of an REO Tax on the income
      derived from such property.

            Subject to Section 3.17(b), the Special Servicer's decision as to
how each REO Property shall be managed and operated shall be in accordance with
the Servicing Standard. Neither the Special Servicer nor the Trustee shall be
liable to the Certificateholders, the Trust, the other parties hereto, any
affected B Loan Holder or Companion Loan Holder or each other for errors in
judgment made in good faith in the exercise of their discretion while performing
their respective responsibilities under this Section 3.17(a) with respect to any
REO Property. Nothing in this Section 3.17(a) is intended to prevent the sale of
any REO Property pursuant to the terms and subject to the conditions of Section
3.18.

            (b) If title to any REO Property (other than any REO Property
related to the 60 Wall Street Loan) is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property for the benefit
of the Certificateholders (or, if such REO Property relates to a Mortgage Loan
Combination, for the benefit of the Certificateholders and the related B Loan
Holder or Companion Loan Holder) solely for the purpose of its prompt
disposition and sale in accordance with Section 3.18, in a manner that does not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or, except as contemplated by Section
3.17(a), result in the receipt by any REMIC Pool of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code,
in an Adverse REMIC Event with respect to any REMIC Pool or in an Adverse
Grantor Trust Event with respect to Grantor Trust V or Grantor Trust LR. Subject
to the foregoing, however, the Special Servicer shall have full power and
authority to do any and all things in connection with the administration of any
REO Property as are consistent with the Servicing Standard, and consistent
therewith, shall withdraw from the REO Account, to the extent of amounts on
deposit therein with respect to such REO Property, funds necessary for the
proper operation, management, leasing, maintenance and disposition of such REO
Property, including:

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

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all other costs and expenses necessary to maintain, lease,
      sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the REO Account with respect to any REO
Property are insufficient for the purposes contemplated by the preceding
sentence with respect to such REO Property, the applicable Master Servicer
shall, at the direction of the Special Servicer in accordance with Section
3.03(c), make a Servicing Advance of such amounts as are necessary for such
purposes unless such Master Servicer determines, in its reasonable judgment,
that such advances would, if made, be Nonrecoverable Servicing Advances (in
accordance with and subject to the third to the last paragraph of Section
3.03(c)); provided, however, that the applicable Master Servicer may in its sole
discretion make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.

            (c) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% of
      the construction of such building or other improvement was completed
      before default on the related Mortgage Loan became imminent, all within
      the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) except as provided for in Section 3.17(a)(i) and (a)(ii) above,
      Directly Operate, or allow any other Person, other than an Independent
      Contractor, to Directly Operate, any REO Property on any date more than 90
      days after its Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the 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 Special Servicer may take such actions as are
specified in such Opinion of Counsel. Except as limited above in this Section
3.17 and by Section 3.17(d), the Special Servicer shall be permitted to cause
the Trust Fund to earn "net income from foreclosure property," subject to the
Servicing Standard.

            (d) Except as permitted by Section 3.17(a), Special Servicer shall
contract with any Independent Contractor for the operation and management of any
REO Property; provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related Junior Loan Holder(s)) shall be
      reasonable and customary in light of the nature and locality of such REO
      Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor, in a timely manner, (A) pay all
      costs and expenses incurred in connection with the operation and
      management of such REO Property, including those listed in Section 3.17(b)
      above, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(d) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any REO Property are
greater that the revenues available from such property, such excess costs shall
be covered by, and be reimbursable to, the applicable Master Servicer as a
Servicing Advance.

            Section 3.18 Fair Value Purchase Option; Sale of REO Properties

            (a) Each of the Master Servicers, the Special Servicer or the
Trustee may sell or purchase, or permit the sale or purchase of, a Trust
Mortgage Loan or REO Property only on the terms and subject to the conditions
set forth in this Section 3.18 or as otherwise expressly provided in or
contemplated by Section 2.03(b), Section 9.01, the related Mortgage Loan
Documents and/or any related intercreditor, co-lender and/or similar
agreement(s).

            (b) If any Trust Mortgage Loan becomes a Defaulted Trust Mortgage
Loan (or, with respect to the 60 Wall Street Loan, if such Trust Mortgage Loan
becomes a defaulted mortgage loan in accordance with the terms of the 60 Wall
Street Servicing Agreement, and the applicable Master Servicer and the Special
Servicer receive notice of the same), then the Special Servicer shall promptly
so notify in writing the Trustee, the applicable Master Servicer and the Series
2007-C5 Directing Certificateholder, and with respect to any related Junior Loan
or Companion Loan of a Serviced Loan Combination, any related Junior Loan
Holder(s) or Companion Loan Holder. The Series 2007-C5 Directing
Certificateholder and the Special Servicer, in that order of priority, may, at
its option, purchase any Defaulted Trust Mortgage Loan out of the Trust Fund at
a cash price equal to the applicable Purchase Price. The Series 2007-C5
Directing Certificateholder may, after receipt of the notice described in the
first sentence of this Section 3.18(b), assign its option under the preceding
sentence to any party (including, without limitation, in connection with an A
Loan, any related Junior Loan Holder or Companion Loan Holder), other than to a
Person whose purchase of the related Trust Mortgage Loan would violate the terms
of any related Intercreditor Agreement or Mezzanine Loan intercreditor
agreement; provided that the Series 2007-C5 Directing Certificateholder, in
connection therewith, shall deliver to the Trustee and the Special Servicer a
copy of the related written assignment executed by the Series 2007-C5 Directing
Certificateholder, provided, further, that with respect to any A Loan, the
option holder's rights under this Section 3.18(b) are subject to the rights of
the holder of the related Junior Loan to purchase such A Loan pursuant to the
terms of a related Intercreditor Agreement or by a Mezzanine Loan Holder
pursuant to the related Mezzanine Loan intercreditor agreement. The option with
respect to an A Loan shall terminate upon the purchase of such A Loan by the
holder of the related Junior Loan pursuant to the related Intercreditor
Agreement or by a Mezzanine Loan Holder pursuant to the related Mezzanine Loan
intercreditor agreement. The applicable Purchase Price for any Defaulted Trust
Mortgage Loan purchased under this Section 3.18(b) shall be deposited into the
Collection Account, and the Trustee, upon receipt of a written notice from the
applicable Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Person effecting such purchase (or to its
designee) the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the Person effecting
such purchase (or its designee) ownership of such Trust Mortgage Loan. In
connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the Person effecting such purchase (or to its
designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Trust Mortgage Loan will automatically terminate upon (i) the related
Borrower's (or, subject to the related Intercreditor Agreement, any Junior Loan
Holder's) cure of all defaults on the Defaulted Trust Mortgage Loan, (ii) the
acquisition on behalf of the Trust of title to the related Mortgaged Property by
foreclosure or deed in lieu of foreclosure or (iii) the modification, waiver or
pay-off (full or discounted) of the Defaulted Trust Mortgage Loan in connection
with a workout.

            The applicable Purchase Price for any Defaulted Trust Mortgage Loan
purchased under this Section 3.18(b) shall, (i) pending determination of the
Fair Value thereof pursuant to the succeeding sentence, be the Purchase Price
calculated in accordance with the definition of Purchase Price, and (ii)
following determination of the Fair Value pursuant to the succeeding sentence,
be the Fair Value. The Special Servicer shall promptly obtain an Appraisal
(unless it has an Appraisal that is less than 12 months old and has no actual
knowledge of, or notice of, any event which in the Special Servicer's judgment
would materially affect the validity of such Appraisal) (or with respect to the
60 Wall Street Loan, shall have obtained an Appraisal from the 60 Wall Street
Servicer or 60 Wall Street Special Servicer, as applicable), and shall, within
60 days following the date it receives an Appraisal following the date on which
a Trust Mortgage Loan becomes a Defaulted Trust Mortgage Loan, determine the
fair value thereof in accordance with the Servicing Standard (the "Fair Value").
In determining the Fair Value of any Defaulted Trust Mortgage Loan the Special
Servicer shall take into account, among other factors, the period and amount of
the delinquency on such Trust Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property, the state of the local economy in
the area where the Mortgaged Property is located, the time and expense
associated with a purchaser's foreclosing on the related Mortgaged Property, and
the expected recoveries from such Defaulted Trust Mortgage Loan if the Special
Servicer were to pursue a workout or foreclosure strategy instead of selling
such Defaulted Trust Mortgage Loan pursuant to the subject purchase option. In
addition, the Special Servicer shall refer to all relevant information contained
in the Servicing File, including the most recent Appraisal obtained or conducted
with respect to the related Mortgaged Property and available objective
third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located based on the Appraisal. The Special Servicer must
give prompt written notice of its Fair Value determination to the Trustee, the
applicable Master Servicer and the Series 2007-C5 Directing Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter its determination of the Fair Value of a Defaulted Trust Mortgage
Loan based upon changed circumstances, new information or otherwise, in
accordance with the Servicing Standard. If the most recent Fair Value
calculation was made more than 90 days prior to the exercise date of a purchase
option (under this Section 3.18(b) or Section 3.18(c)), then the Special
Servicer shall confirm or revise the Fair Value determination, which Fair Value
may be higher or lower.

            In the event that the Special Servicer or any affiliate of the
Special Servicer exercises the purchase option (under this Section 3.18(b) or
Section 3.18(c)) with respect to any Defaulted Trust Mortgage Loan, including as
the Series 2007-C5 Directing Certificateholder or as the assignee thereof, then
the applicable Master Servicer or, if such Master Servicer is also the Special
Servicer or an affiliate of the Special Servicer, the Trustee shall determine
whether the Special Servicer's determination of Fair Value for a Defaulted Trust
Mortgage Loan is no less than the amount that the Master Servicer or the
Trustee, as applicable, considers to be the Fair Value of such Defaulted Trust
Mortgage Loan. In such event, the Special Servicer shall promptly deliver to the
applicable Master Servicer or the Trustee, as applicable, in accordance with the
foregoing sentence, the most recent related Appraisal then in the Special
Servicer's possession, together with such other third-party reports and other
information then in the Special Servicer's possession that is relevant to the
confirmation of the Special Servicer's determination of Fair Value, including
information regarding any change in circumstance regarding the Defaulted Trust
Mortgage Loan known to the Special Servicer that has occurred subsequent to, and
that would materially affect the value of the related Mortgaged Property
reflected in, the most recent related Appraisal. Notwithstanding the foregoing,
the applicable Master Servicer or the Trustee, as the case may be, may (at its
option) designate an Independent Qualified Appraiser, selected with reasonable
care by such Master Servicer or the Trustee, as the case may be, to confirm that
the Special Servicer's determination of Fair Value is consistent with or greater
than what the Independent Qualified Appraiser considers to be the Fair Value of
such Defaulted Trust Mortgage Loan. In that event, the applicable Master
Servicer or Trustee, as applicable, will be entitled to rely upon such
Independent Qualified Appraiser's determination. The applicable Master Servicer
or Trustee, as applicable, shall be entitled to a fee of $2,500 in connection
with each such Fair Value determination. The costs of all third party opinions
of value and any Appraisals and inspection reports incurred by the applicable
Master Servicer or Trustee, as the case may be, as contemplated by this
paragraph shall be advanced by such Master Servicer or Trustee, as the case may
be, and will constitute, and be reimbursable as, a Servicing Advance.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Trust Mortgage Loan is exercised, the Special Servicer will be
required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the Special Servicer will not be permitted to sell the Defaulted Trust Mortgage
Loan other than pursuant to the exercise of such purchase option or as otherwise
permitted under Section 3.18(a).

            (c) If the Series 2007-C5 Directing Certificateholder or an assignee
thereof has not exercised its option to purchase any Defaulted Trust Mortgage
Loan as provided in Section 3.18(b) within 30 days of the Series 2007-C5
Directing Certificateholder's having received notice of the Fair Value
determination pursuant to Section 3.18(b), then the Special Servicer or its
assignee may, at its option, exercise the option to purchase (or designate an
Affiliate thereof to purchase) such Trust Mortgage Loan out of the Trust Fund at
a cash price equal to the applicable Purchase Price. Each of the Series 2007-C5
Directing Certificateholder and the Special Servicer shall thereafter have the
option to purchase the Defaulted Mortgage Loan until such option otherwise
expires or is exercised. The cash price paid for any such Trust Mortgage Loan
purchased under this Section 3.18 shall be paid to the Master Servicer within 10
Business Days following the date notice is received that the option is exercised
and shall be deposited into the Collection Account, and the Trustee, upon
receipt of written notice from the applicable Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the Special
Servicer (or the designated Affiliate thereof), as applicable, the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the Special Servicer (or the designated
Affiliate thereof), as applicable, the ownership of such Trust Mortgage Loan.
Nothing in this Section 3.18(c) shall be deemed to limit the ability of any
Junior Loan Holder to purchase the related A loan in accordance with the related
Intercreditor Agreement.

            (d) The Special Servicer may purchase any REO Property (other than
REO Property related to the 60 Wall Street Loan) at the Purchase Price thereof.
The Special Servicer shall use reasonable efforts to solicit bids for each REO
Property in such manner as will be reasonably likely to realize a fair price as
soon as reasonably possible and, in any event, within the time period provided
for by Section 3.16(a). Such solicitation shall be made in a commercially
reasonable manner. The Special Servicer shall accept the highest cash bid
received from any Person for such REO Property in an amount at least equal to
the Purchase Price therefor; provided, however, that in the absence of any such
bid, the Special Servicer shall accept the highest cash bid received from any
Person that is determined by the Special Servicer to be a fair price for such
REO Property. If the Special Servicer reasonably believes that it will be unable
to realize a fair price for any REO Property within the time constraints imposed
by Section 3.16(a), then the Special Servicer shall dispose of such REO Property
upon such terms and conditions as the Special Servicer shall deem necessary and
desirable to maximize the recovery thereon under the circumstances and, in
connection therewith, shall accept the highest outstanding cash bid, regardless
of from whom received. If the Special Servicer determines with respect to any
REO Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and, if the subject REO Property relates to
a Mortgage Loan Combination, the related B Loan Holder or Companion Loan Holder,
as a collective whole, and that the end of the period referred to in Section
3.16(a) with respect to such REO Property is approaching, the Special Servicer
shall seek an extension of such period in the manner described in Section
3.16(a); provided, however, that the Special Servicer shall use its best
efforts, consistent with the Servicing Standard, to sell any REO Property prior
to three years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee, the applicable Master
Servicer, Directing Certificateholder and any affected B Loan Holder not less
than three Business Days' prior written notice of its intention to sell any REO
Property. No Interested Person shall be obligated to submit a bid to purchase
any REO Property, and notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the applicable Master Servicer, if the highest
bidder is the Special Servicer or an Affiliate thereof. In determining whether
any bid received from the Special Servicer or an Affiliate thereof represents a
fair price for any REO Property, the applicable Master Servicer shall obtain and
may conclusively rely on the opinion of an Appraiser retained at the expense of
the Trust Fund (and/or any affected B Loan Holder or Companion Loan Holder) by
the applicable Master Servicer. In determining whether any bid constitutes a
fair price for any REO Property, such Appraiser shall be instructed to take into
account, as applicable, among other factors, the occupancy level and physical
condition of the REO Property, the state of the local economy and the obligation
to dispose of any REO Property within the time period specified in Section
3.16(a). The Purchase Price for any REO Property shall in all cases be deemed a
fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee and, in the case of any Serviced Loan
Combination, the related Junior Loan Holder(s) or Companion Loan Holder, in
negotiating and taking any other action necessary or appropriate in connection
with the sale of any REO Property, and the collection of all amounts payable in
connection therewith. Any sale of any REO Property shall be final and without
recourse to the Trustee, the Trust Fund or any affected B Loan Holder or
Companion Loan Holder, except, in the case of the Trust Fund, as shall be
customary in deeds of real property, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the 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 Special Servicer or
the Master Servicer.

            (f) Any sale of any Defaulted Trust Mortgage Loan or REO Property
shall be for cash only.

            (g) The parties hereto acknowledge the purchase option of each B
Loan Holder with respect to the related A Loan, if any, 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 applicable Master Servicer to the effect that such deposit has
been made, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be provided to it and are reasonably
necessary to vest ownership of such Mortgage Loan in the related B Loan Holder.

            (h) If pursuant to any purchase option provided for in the related
intercreditor, co-lender or similar agreement, a Mezzanine Loan Holder purchases
any Trust Mortgage Loan, then the purchase price paid by such Mezzanine Loan
Holder for such Trust Mortgage Loan in accordance with such purchase option
shall be deposited into the Collection Account, and the Trustee, upon receipt of
written notice from the applicable Master Servicer to the effect that such
deposit has been made, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest ownership of such Trust Mortgage Loan in such
Mezzanine Loan Holder.

            Section 3.19 Additional Obligations of the Master Servicers and
Special Servicer; Inspections; Appraisals

            (a) Each Master Servicer (or, with respect to each Specially
Serviced Trust Mortgage Loan and REO Property and each Trust Mortgage Loan
described in Section 3.19(c) below, the Special Servicer at the expense of the
Trust Fund) shall physically inspect or cause to be physically inspected (which
inspection may be conducted by an independent third party contractor), at its
own expense (in accordance with clauses (A)(1) and (2) below), each Mortgaged
Property with respect to each Loan for which it is the 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) (1) at least once every 12
months for Trust Mortgage Loans with Stated Principal Balances in excess of
$2,000,000 beginning in 2008 and (2) at least once every 24 months for Trust
Mortgage Loans with Stated Principal Balances of $2,000,000 or less, in each
case commencing in 2008 (or at such lesser frequency as each Rating Agency shall
have confirmed in writing to such Master Servicer, will not result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
any Class of the Certificates) and (B) if the Trust Mortgage Loan becomes a
Specially Serviced Trust Mortgage Loan, as soon as practicable and thereafter at
least once every 12 months for so long as such condition exists as an expense of
the Trust (the cost of which shall be paid by the Special Servicer and
reimbursed to the Special Servicer as a Servicing Advance). The applicable
Master Servicer or the Special Servicer, as applicable, shall on a quarterly
basis (but only in respect of subclauses (ii) and (iii) below) send or make
available on its website each inspection report (i) to S&P and/or Fitch, upon
request, (ii) to the Series 2007-C5 Directing Certificateholder, (iii) if the
subject Mortgaged Property relates to a Mortgage Loan Combination, to the
related B Loan Holder or Companion Loan Holder and (iv) to the Trustee upon
request. At the request of any Certificateholder or Certificate Owner, the
Trustee shall request a copy of the relevant inspection report(s) and deliver
the same to such Certificateholder or Certificate Owner, as the case may be.

            (b) With respect to each Mortgage Loan that allows the mortgagee to
terminate, or cause the related Borrower to terminate, the related Manager upon
the occurrence of certain events specified in the related Mortgage Loan
Documents, the applicable Master Servicer (with the consent of the Series
2007-C5 Directing Certificateholder, subject to the limitations of the last
paragraph of Section 3.21(e)) (with respect to any Performing Trust Mortgage
Loans that are KeyBank Trust Mortgage Loans), or the Special Servicer (with
respect to all other Trust Mortgage Loans) may enforce the Trustee's rights with
respect to the Manager under the related Mortgage Loan Documents and Management
Agreement; provided that, if such right accrues under the related Mortgage Loan
Documents or Management Agreement only because of the occurrence of the related
Anticipated Repayment Date, if any, the applicable Master Servicer (with the
approval of the Series 2007-C5 Directing Certificateholder, subject to the
limitations of the last paragraph of Section 3.21(e)) or the 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, such Master Servicer or
the Special Servicer shall promptly give notice to the Series 2007-C5 Directing
Certificateholder, and, with respect to Significant Trust Mortgage Loans, to
each Rating Agency and, with respect to any Serviced Loan Combination, to the
related Junior Loan Holder(s) or Companion Loan Holder. In accordance with the
Servicing Standard and, with the consent of the Series 2007-C5 Directing
Certificateholder, subject to the limitations of the last paragraph of Section
3.21(e), the applicable Master Servicer or the Special Servicer shall cause the
Borrower to terminate the Manager, and to recommend a Successor Manager (meeting
the requirements set forth below) only if such Master Servicer or the Special
Servicer determines in its reasonable discretion that such termination is not
likely to result in successful litigation against the Trust Fund and any
affected B Loan Holder or Companion Loan Holder by such Manager or the related
Borrower, or create a defense to the enforcement of remedies under the subject
Mortgage Loan.

            The applicable Master Servicer or Special Servicer shall effect such
termination only if the Special Servicer has, in the case of any Specially
Serviced Trust Mortgage Loan that is a Significant Trust Mortgage Loan, received
a written confirmation from each of the Rating Agencies, that the appointment of
such Successor Manager would not cause such Rating Agency to withdraw, downgrade
or qualify any of the then-current ratings on the Certificates. If a Manager is
otherwise terminated or resigns under the related Mortgage Loan Documents or
Management Agreement and the related Borrower does not appoint a Successor
Manager, the 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 by
the Special Servicer. For the purposes of this Section 3.19(b), a "Successor
Manager" shall be a professional management corporation or business entity
reasonably acceptable to the applicable Master Servicer (with the consent of the
Series 2007-C5 Directing Certificateholder, subject to the limitations of the
last paragraph of Section 3.21(e)) (with respect to any Performing Trust
Mortgage Loans that are KeyBank Trust Mortgage Loans), or the Special Servicer
(with respect to all other Trust Mortgage Loans) which (i) manages, and is
experienced in managing, other comparable commercial and/or multifamily
properties, (ii) in the case of a Significant Trust Mortgage Loan, will not
result in a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates by each Rating Agency, as confirmed by such Rating
Agency in writing (if required pursuant to the first sentence of this
paragraph), and (iii) otherwise satisfies any criteria set forth in the related
Mortgage Loan Documents.

            For the purposes of obtaining the approval or consent of the Series
2007-C5 Directing Certificateholder pursuant to Section 3.19(b), the applicable
Master Servicer shall provide the request for such approval or consent to the
Special Servicer and the Special Servicer shall submit such request to the
Series 2007-C5 Directing Certificateholder. Any approval or consent of the
Series 2007-C5 Directing Certificateholder required to be obtained under this
Section 3.19(b) shall be deemed granted if not denied within 10 Business Days
after its receipt of a request therefor by the Special Servicer and shall be
subject to the limitations of the last paragraph of Section 3.21(e).

            (c) The Special Servicer shall be required to obtain any Appraisal
or perform an internal valuation required in connection with an Appraisal
Reduction Event within 60 days after the occurrence of such Appraisal Reduction
Event, 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); provided that in no event
shall the period to receive such Appraisal or perform such internal valuation
exceed 120 days from the occurrence of the event that, with the passage of time,
would become such Appraisal Reduction Event. Upon receipt, the Special Servicer
shall send a copy of such Appraisal or internal valuation to the Trustee, the
applicable Master Servicer, any affected B Loan Holder, any affected Companion
Loan Holder, the Certificateholders (or, if the Controlling Class of
Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder); provided, however,
that as to each such Appraisal or internal valuation, if beneficial ownership of
the Controlling Class resides in more than one Certificateholder or Certificate
Owner, as the case may be, the Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. If neither a required Appraisal is received, nor an internal valuation
is completed, by such date, the Appraisal Reduction Amount for such Trust
Mortgage Loan shall be conclusively established to be 25% of the Stated
Principal Balance of such Trust Mortgage Loan as of the date of the related
Appraisal Reduction Event; provided that the obligation of the Special Servicer
to obtain such Appraisal or complete such internal valuation shall continue
until such Appraisal is obtained or such internal valuation is completed. On the
first Determination Date occurring on or after the delivery of such Appraisal or
the completion of such internal valuation, and on each anniversary thereafter,
the Special Servicer shall calculate and report to the Master Servicer and the
Trustee, the Appraisal Reduction Amount taking into account such Appraisal or
internal valuation. The applicable Master Servicer shall conclusively rely on
any report by the Special Servicer of an initial or redetermined Appraisal
Reduction Amount. Notwithstanding the foregoing, the Special Servicer will not
be required to obtain an Appraisal or perform an internal valuation, as the case
may be, under this Section 3.19(c) with respect to a Trust Mortgage Loan which
is the subject of an Appraisal Reduction Event if the Special Servicer has
obtained an Appraisal with respect to the related Mortgaged Property within the
12-month period immediately prior to the occurrence of such Appraisal Reduction
Event, unless the Special Servicer, in the exercise of its reasonable judgment,
has reason to believe there has been a material adverse change in the value of
the related Mortgaged Property. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction Amount with respect to such
Trust Mortgage Loan.

            (d) With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan, taking into account any amendment or modification of such
Mortgage Loan, and no other Servicing Transfer Event or Appraisal Reduction
Event has occurred and is continuing with respect thereto), the Special Servicer
shall, within 30 days of each annual anniversary of such Appraisal Reduction
Event, order an Appraisal (which may be an update of a prior Appraisal), or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, perform an internal valuation or obtain an Appraisal (which may be
an update of a prior Appraisal), the cost of which shall be paid by the
applicable Master Servicer as a Servicing Advance. Upon receipt, the Special
Servicer shall send a copy of such Appraisal to the Trustee, the applicable
Master Servicer, each affected B Loan Holder (if any), any affected Companion
Loan Holder, the Certificateholders (or, if the Controlling Class of
Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder); provided, however,
that as to each such Appraisal, if beneficial ownership of the Controlling Class
resides in more than one Certificateholder or Certificate Owner, as the case may
be, the Special Servicer shall be responsible only for the expense of providing
the first such copy thereof and shall be entitled to reimbursement from the
Trust Fund for the expense of any additional copies so provided. On the first
Determination Date occurring on or after the delivery of such Appraisal or the
completion of such internal valuation, and on each Determination Date
thereafter, the Special Servicer shall calculate and report to the applicable
Master Servicer and the Trustee, the Appraisal Reduction Amount taking into
account such Appraisal or internal valuation. Such Appraisal or internal
valuation or calculation of the Appraisal Reduction described in the preceding
sentence, as the case may be, shall be used to determine the amount of the
Appraisal Reduction Amount with respect to the subject Mortgage Loan for each
Distribution Date until the next Appraisal is required pursuant to this Section
3.19(d), and such redetermined Appraisal Reduction Amount shall replace the
prior Appraisal Reduction Amount with respect to such Mortgage Loan.

            Section 3.20 Modifications, Waivers, Amendments and Consents

            (a) Subject to the provisions of this Section 3.20 and Section 3.21
(and, in the case of any Mortgage Loan Combination, subject to the terms of the
related Intercreditor Agreement), the applicable Master Servicer and the Special
Servicer may, on behalf of the Trustee, agree to any modification, waiver or
amendment of any term of any Mortgage Loan without the consent of the Trustee or
any Certificateholder.

            (i) For any Performing Mortgage Loan, and subject to the rights of
      the Special Servicer set forth below, the applicable Master Servicer shall
      be responsible subject to the other requirements of this Agreement with
      respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof;
      provided that such consent or modification, waiver or amendment would not
      (except as provided in Section 3.02) affect the amount or timing of any
      scheduled payments of principal, interest or other amounts payable under
      such Mortgage Loan, affect the obligation of the related Borrower to pay a
      Yield Maintenance Charge or permit a Principal Prepayment by the Borrower
      during a prepayment lockout period, result in the release of the related
      Borrower from any material term thereunder, waive any material rights
      thereunder with respect to any guarantor thereof, relate to the release or
      substitution of any material collateral for such Mortgage Loan or, in the
      reasonable judgment of the applicable Master Servicer, materially impair
      the security for such Mortgage Loan or reduce the likelihood of timely
      payments of amounts due thereon; and provided, further, that this Section
      3.20(a)(i) does not apply to waivers contemplated by Section 3.07 or 3.08.
      Without limiting the foregoing, the applicable Master Servicer shall be
      responsible for the following actions (which actions shall not require
      notice to or approval from the Special Servicer, the Series 2007-C5
      Directing Certificateholder or any Rating Agency):

                  (A) approving annual budgets for the related Mortgaged
            Property;

                  (B) waivers of Default Interest and late payment charges, to
            the extent allowed under Section 3.02;

                  (C) with respect to a Mortgage Loan (I) with an unpaid
            principal balance of greater than $3,000,000, approval of routine
            leasing activities that affect less than the lesser of 30,000 square
            feet or 30% of the net rentable area of the related Mortgaged
            Property, or (II) with an unpaid principal balance of $3,000,000 or
            less, approval of any routine leasing activity; and

                  (D) temporary waivers of any requirements in the related
            Mortgage Loan Documents with respect to (w) insurance deductible
            amounts, (x) claims-paying ability ratings of insurance providers,
            (y) replacement cost insurance with respect to the Mortgaged
            Property and (z) co-insurance clauses or related agreed-amount
            endorsements;

                  (E) waiving any provision of a Mortgage Loan requiring the
            receipt of a rating confirmation if such Mortgage Loan is not a
            Significant Trust Mortgage Loan and the related provision of such
            Mortgage Loan does not relate to a "due-on-sale" or
            "due-on-encumbrance" clause or defeasance (which shall be subject to
            the terms of Section 3.08 hereof);

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

                  (G) releases of non-material and non-income producing parcels
            of a Mortgaged Property and (subject to Section 3.08(f)) releases of
            Mortgaged Property in connection with a defeasance;

                  (H) disbursements of any earnout or holdback amounts with
            respect to any Performing Mortgage Loan not set forth on Exhibit S
            hereto;

            For the avoidance of doubt, and without limiting the generality of
            the foregoing, any request for the disbursement of earnouts or
            holdback amounts with respect to any Trust Mortgage Loan set forth
            on Exhibit S received by the applicable Master Servicer (i) with
            respect to any Performing Trust Mortgage Loans that are KeyBank
            Trust Mortgage Loans, shall be reviewed and processed by Master
            Servicer No. 1 and submitted to the Special Servicer for approval
            (which approval will be deemed granted if approval is not denied by
            the Special Servicer in writing to such Master Servicer within ten
            (10) Business Days after the Special Servicer's receipt of such
            request) and (ii) with respect to any other Trust Mortgage Loans
            that are not Performing Trust Mortgage Loans, shall be submitted to
            the Special Servicer for processing. For purposes of this Agreement,
            "disbursement of any earnout or holdback amounts" shall mean the
            disbursement or funding to a Borrower of previously funded (but held
            back), escrowed or otherwise reserved portions of the original loan
            proceeds of the applicable Trust Mortgage Loan.

                  (I) grants of easements, rights of way or similar agreements
            (and related consents to the subordination of the Mortgage Loan
            thereto) that do not materially affect the use or value of a
            Mortgaged Property or the related Borrower's ability to make any
            payment with respect to the related Mortgage Loan;

                  (J) grants of waivers of non-material covenant defaults (other
            than financial covenants) including late financial statements; and

                  (K) consents to a change in property management relating to
            any Mortgage Loan with outstanding Principal Balance of $10,000,000
            or less.

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
in connection with an assumption transaction of a Performing Mortgage Loan that
is a KeyBank Trust Mortgage Loan contemplated by Section 3.08 is not included
within the scope of this clause (i), such Master Servicer shall process the
Borrower's request and submit such request for approval by the Special Servicer
in connection with (and subject to the same time constraints for) its approval
of the subject assumption transaction related to a Performing Mortgage Loan that
is a KeyBank Trust Mortgage Loan pursuant to Section 3.08; provided, however,
that if in the reasonable judgment of such Master Servicer any request by a
Borrower for consent of the lender or any modification, waiver or amendment is
not included within the scope of the consents listed in clauses (A)-(K) above or
Section 3.08(e), or is not related to an assumption transaction for a KeyBank
Trust Mortgage Loan, the applicable Master Servicer shall process the Borrower's
request and submit such request for approval by the Special Servicer which
approval shall be deemed given if not denied within 10 Business Days of the
Special Servicer's receipt of such Master Servicer's recommendation and
analysis.

            (ii) In addition to certain actions related to Performing Mortgage
      Loans, the Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Mortgage Loan if such consent, request,
      modification, waiver or amendment relates to a Specially Serviced Mortgage
      Loan.

            (b) All modifications, waivers or amendments of any Mortgage Loan
shall be (i) in writing and (ii) effected in accordance with the Servicing
Standard.

            (c) Neither the applicable Master Servicer nor, except as provided
      in Section 3.20(d), the Special Servicer, on behalf of the Trustee, shall
      agree or consent to (or consent to a Primary Servicer performing), any
      modification, waiver or amendment of any term of any Performing Mortgage
      Loan if such modification, waiver or amendment would:

            (i) except for the waiver of Penalty Charges in accordance with
      Section 3.02(a), affect the amount or timing of any related payment of
      principal, interest or other amount (including Yield Maintenance Charges)
      payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or Static Prepayment Premium or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or in
      connection with a defeasance or condemnation or pursuant to Section
      3.09(e), result in a release of the lien of the Mortgage on any material
      portion of the related Mortgaged Property without a corresponding
      Principal Prepayment in an amount not less than the fair market value (as
      determined by an appraisal by an Appraiser delivered at the expense of the
      related Borrower and upon which the applicable Master Servicer and the
      Special Servicer, as applicable, may conclusively rely) of the property to
      be released; or

            (iv) in the judgment of the applicable Master Servicer or the
      Special Servicer, as applicable, otherwise materially impair the security
      for such Mortgage Loan or reduce the likelihood of timely payment of
      amounts due thereon;

unless either (x) the subject Trust Mortgage Loan is in default or default is
reasonably foreseeable or (y) the Special Servicer has determined (and may rely
on an opinion of counsel in making the determination) that the modification,
waiver or amendment will not be a "significant modification" of the subject
Trust Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b). Nothing contained in this Section 3.20(c) shall modify the scope of
the modifications, amendments, waivers and consents for Mortgage Loans for which
a Master Servicer and the Special Servicer, as applicable, are responsible under
Sections 3.20(a)(i) and (a)(ii).

            (d) Notwithstanding Sections 3.20(a)(ii) and 3.20(c), but subject to
Sections 3.20(e) and 3.20(f), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Yield Maintenance Charge or Static Prepayment Premium, (ii)
reduce the amount of the Monthly Payment on any Specially Serviced Mortgage
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity of any
Specially Serviced Mortgage Loan, (v) waive Excess Interest if such waiver
conforms to the Servicing Standard, (vi) permit the release or substitution of
collateral for a Specially Serviced Mortgage Loan and/or (vii) waive a Yield
Maintenance Charge or Static Prepayment Premium or accept a Principal Prepayment
during any lockout period; provided that (A) the related Borrower is in default
with respect to the Specially Serviced Mortgage Loan or, in the judgment of the
Special Servicer, such default is reasonably foreseeable and (B) in the sole
good faith judgment of the Special Servicer and in accordance with the Servicing
Standard, such modification would result in recovery that equals or exceeds
recovery for liquidation on the subject Mortgage Loan to Certificateholders (or,
in the case of a Mortgage Loan Combination, Certificateholders and the related B
Loan Holder or Companion Loan Holder), as a collective whole, on a present value
basis (the relevant discounting of amounts that will be distributable to
Certificateholders or a B Loan Holder or Companion Loan Holder to be performed
at a rate not less than the related Mortgage Rate).

            (e) Neither the applicable Master Servicer nor the Special Servicer
shall consent to, make or permit any modification, waiver or amendment of any
term of any Mortgage Loan that would cause an Adverse REMIC Event with respect
to any REMIC Pool, an Adverse Grantor Trust Event with respect to Grantor Trust
V or Grantor Trust LR or any event similar to the foregoing with respect to
either a REMIC or a grantor trust that includes a B Loan or Companion Loan.

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Mortgage Loan beyond a date that is three years prior to the Rated
Final Distribution Date; (ii) extend the Maturity Date of any Mortgage Loan at
an interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) the then prevailing interest rate for comparable loans, as
determined by the Special Servicer by reference to available indices for
commercial mortgage lending; (iii) if the Mortgage Loan is secured by a Ground
Lease, extend the Maturity Date of such Mortgage Loan beyond a date which is 10
years prior to the expiration of the term of such Ground Lease (after giving
effect to all extension options); or (iv) defer interest due on any Mortgage
Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan;
provided that with respect to clause (iii) above, the Special Servicer gives due
consideration to the term of such Ground Lease prior to any extension beyond a
date 20 years prior to the expiration of the term of such Ground Lease (after
giving effect to all extension options).

            (g) [Reserved]

            (h) The applicable Master Servicer and the Special Servicer may, as
a condition to granting any request by a Borrower for consent, modification,
waiver or indulgence or any other matter or thing, the granting of which is
within its discretion pursuant to the terms of the instruments evidencing or
securing the related Mortgage Loan and is permitted by the terms of this
Agreement, require that such Borrower pay to it (i) as additional servicing
compensation, a reasonable or customary fee for the additional services
performed in connection with such request (provided that such fee does not
constitute a "significant modification" of such Mortgage Loan under Treasury
Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses
incurred by it. In no event shall a Master Servicer or the Special Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Borrower.

            (i) The applicable Master Servicer and the Special Servicer shall
notify each other, each affected B Loan Holder (if any), any affected Companion
Loan Holder and the Trustee, in writing, of any modification, waiver or
amendment of any term of any Mortgage Loan agreed to by such Master Servicer or
the Special Servicer, as the case may be, and the date thereof, and shall
deliver to the Trustee (in the case of the Special Servicer, with a copy to the
applicable Master Servicer) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment, promptly (and in any event within ten Business Days) following the
execution thereof. The applicable Master Servicer or the Special Servicer, as
applicable, shall notify the Rating Agencies of any modification, waiver or
amendment of any term of any Significant Trust Mortgage Loan agreed to by such
Master Servicer or the Special Servicer, as the case may be. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Mortgage Loan is effected shall be made available for review upon prior request
during normal business hours at the offices of the applicable Master Servicer or
the Special Servicer, as applicable, pursuant to Section 3.15 hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity," neither the applicable Master Servicer nor the
Special Servicer shall consent to (x) the amendment by such Borrower of its
organizational documents or (y) any action that would violate any covenant of
such Borrower relating to its status as a separate or bankruptcy-remote entity,
unless granting such consent is consistent with the Servicing Standard and, with
respect to a Borrower under any Significant Trust Mortgage Loan, the applicable
Master Servicer or the Special Servicer, as applicable, has obtained written
confirmation from each of the Rating Agencies that such amendment or action
would not result in a downgrade or withdrawal of any rating on a Class of
Certificates rated by such Rating Agency.

            Section 3.21 Transfer of Servicing Between Master Servicers and
Special Servicer; Record Keeping; Series 2007-C5 Directing Certificateholder

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, Junior Loan or Companion Loan, the applicable
Master Servicer shall promptly give notice thereof to the Special Servicer, the
Trustee, each Rating Agency, the Series 2007-C5 Directing Certificateholder
(and, solely as it relates to any related Junior Loan or Companion Loan of a
Serviced Loan Combination, any related Junior Loan Holder or Companion Loan
Holder), shall deliver copies of the related Servicing File to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Trust Mortgage Loan and any related B Loan(s) or Companion Loan(s) that are in
the possession of the applicable Master Servicer or available to such Master
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. Each Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five Business Days of the occurrence of each
related Servicing Transfer Event and in any event shall continue to act as
Master Servicer and administrator of such Trust Mortgage Loan and any related B
Loan(s) or Companion Loan(s). The Trustee shall make available to the
Underwriters, the Initial Purchaser, each affected B Loan Holder (if any), any
affected Companion Loan Holder and each Holder of a Certificate of the
Controlling Class, a copy of the notice of such Servicing Transfer Event
provided by a Master Servicer to the Special Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Mortgage Loan) has become a Corrected Mortgage Loan (provided no
additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer) and that no other Servicing Transfer Event is continuing
with respect thereto, the Special Servicer shall immediately give notice thereof
and shall return the related Servicing File (within five Business Days) to the
applicable Master Servicer and, upon giving such notice and returning such
Servicing File to the applicable Master Servicer, the Special Servicer's
obligation to service such Corrected Mortgage Loan shall terminate.

            (b) In servicing any Specially Serviced Trust Mortgage Loan, the
Special Servicer will provide to the Trustee originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the applicable Master Servicer) that
come into its possession after the occurrence of the applicable Servicing
Transfer Event, and provide such Master Servicer with copies of any additional
related Trust Mortgage Loan information including correspondence with the
related Borrower.

            (c) [Reserved]

            (d) The Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Mortgage Loans and REO Properties and
shall provide the Special Servicer with any information in its possession
required by the Special Servicer to perform its duties under this Agreement.

            (e) Subject to the last paragraph of this Section 3.21(e) and the
rights of any B Loan Holder set forth in the related Intercreditor Agreement,
the Special Servicer shall not take, or consent to a Master Servicer's taking,
any of the Specially Designated Servicing Actions with respect to any Mortgage
Loan or related REO Property unless and until it has notified the Series 2007-C5
Directing Certificateholder (or, with respect to any Mortgage Loan Combination,
the related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2007-C5 Directing
Certificateholder) and the Series 2007-C5 Directing Certificateholder (or, with
respect to any Mortgage Loan Combination, the related controlling holder, if
any, specified in the related Intercreditor Agreement if not the same party as
the Series 2007-C5 Directing Certificateholder) has not objected in writing
within 10 Business Days of having been notified thereof and having been provided
with all information that the Series 2007-C5 Directing Certificateholder (or,
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement if not the same party
as the Series 2007-C5 Directing Certificateholder) has reasonably requested with
respect thereto promptly following its receipt of the subject notice (it being
understood and agreed that if such written objection has not been received by
the Special Servicer within such 10-Business Day period, then the Series 2007-C5
Directing Certificateholder (or, with respect to any Mortgage Loan Combination,
the related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2007-C5 Directing
Certificateholder) shall be deemed to have approved the taking of the subject
Specially Designated Servicing Action); provided that, in the event that the
Special Servicer determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole) (or, in the case of
a Mortgage Loan Combination, to protect the interests of the Certificateholders
and the related B Loan Holder or Companion Loan Holder (as a collective whole)),
the Special Servicer may take, or consent to a Master Servicer's taking, a
Specially Designated Servicing Action with respect to any Mortgage Loan or REO
Property without waiting for the Series 2007-C5 Directing Certificateholder's
(or, with respect to any Mortgage Loan Combination, the related controlling
holder's, if any, specified in the related Intercreditor Agreement if not the
same party as the Series 2007-C5 Directing Certificateholder) response; and
provided, further, that, with respect to any Specially Designated Servicing
Action being performed by the Master Servicer, the above-referenced 10-Business
Day period shall not exceed the 10-day period within which the Special Servicer
must object to a Master Servicer's performance of such Specially Designated
Servicing Action.

            In addition, subject to the last paragraph of this Section 3.21(e)
and the rights of any B Loan Holder set forth in the related Intercreditor
Agreement, the Series 2007-C5 Directing Certificateholder (or, with respect to
any Mortgage Loan Combination, the related controlling holder, if any, specified
in the related Intercreditor Agreement if not the same party as the Series
2007-C5 Directing Certificateholder) may direct the Special Servicer to take, or
to refrain from taking, any actions with respect to the servicing and/or
administration of a Specially Serviced Mortgage Loan or REO Property as the
Series 2007-C5 Directing Certificateholder (or, with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement if not the same party as the Series 2007-C5
Directing Certificateholder) may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide the Series 2007-C5 Directing Certificateholder (or, with respect to any
Mortgage Loan Combination, the related controlling holder, if any, specified in
the related Intercreditor Agreement if not the same party as the Series 2007-C5
Directing Certificateholder) with any information in the Special Servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action.

            Any right to take any action, grant or withhold any consent or
otherwise exercise any right, election or remedy afforded the Series 2007-C5
Directing Certificateholder under this Agreement may, unless otherwise expressly
provided herein to the contrary, be affirmatively waived by the Series 2007-C5
Directing Certificateholder by written notice given to the Trustee, the Special
Servicer or the applicable Master Servicer, as applicable. Upon delivery of any
such notice of waiver given by the Series 2007-C5 Directing Certificateholder,
any time period (exclusive or otherwise) afforded the Series 2007-C5 Directing
Certificateholder to exercise any such right, make any such election or grant or
withhold any such consent shall thereupon be deemed to have expired with the
same force and effect as if the specific time period set forth in this Agreement
applicable thereto had itself expired. In the event that the applicable Master
Servicer, the Special Servicer or Trustee, as applicable, takes any action, or
omits to take any action based on such waiver, the Series 2007-C5 Directing
Certificateholder shall be stopped from challenging any such action taken or not
taken through legal proceedings or otherwise.

            Notwithstanding the foregoing, no advice, direction or objection of
the Series 2007-C5 Directing Certificateholder (or, with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement if not the same party as the Series 2007-C5
Directing Certificateholder) shall (i) require or cause the Special Servicer or
a Master Servicer to violate the terms of any Mortgage Loan or any related
intercreditor, co-lender or similar agreement, applicable law or any provision
of this Agreement, including the Special Servicer's and such Master Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each REMIC Pool, or (ii) result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
Grantor Trust V or Grantor Trust LR, or (iii) expose a Master Servicer, the
Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust
Fund, any B Loan Holder, the Companion Loan Holder, the Trustee or their
Affiliates, officers, directors, shareholders, partners, members, managers,
employees or agents to any claim, suit or liability for which this Agreement
does not provide indemnification to such party, or (iv) materially expand the
scope of the Special Servicer's or a Master Servicer's responsibilities under
this Agreement; and the Special Servicer will neither follow any such advice,
direction or objection if given by the Series 2007-C5 Directing
Certificateholder nor initiate any such actions.

            (f) Upon receiving notice of a Servicing Transfer Event or the
request by a Borrower for the amendment or modification of a Mortgage Loan
required to be handled by the Special Servicer pursuant to the terms of this
Agreement, the applicable Master Servicer shall promptly give notice thereof,
and shall deliver copies of the related Servicing File, to the Special Servicer
and shall use its reasonable efforts to provide the Special Servicer with all
information relating to the Mortgage Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Borrower. The
applicable Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five Business Days of receiving notice of the
occurrence of a Servicing Transfer Event, and upon receiving such documents and
information, the Special Servicer shall use its reasonable efforts to cause the
related Borrower to cure any default and/or remedy any such event, work out or
modify the Mortgage Loan consistent with the terms of this Agreement.

            (g) No later than 30 days after receipt by the Special Servicer of
the information reasonably required by the Special Servicer after a Servicing
Transfer Event for a Mortgage Loan, the Special Servicer shall deliver to each
Rating Agency, and the Series 2007-C5 Directing Certificateholder (or, with
respect to any Mortgage Loan Combination, the related controlling holder, if
any, specified in the related Intercreditor Agreement if not the same party as
the Series 2007-C5 Directing Certificateholder) a report (the "Asset Status
Report") with respect to such Mortgage Loan and the related Mortgaged Property.
The Special Servicer shall not take any action under an Asset Status Report
until such report has been delivered to the applicable Master Servicer and, if
written confirmation from each Rating Agency that the proposed action will not
lead to a withdrawal, downgrade or qualification of any then-current rating
assigned by each Rating Agency to any Class of Certificate is required under
this Agreement, the related Intercreditor Agreement or the related Mortgage Loan
Documents, such written confirmation has been obtained. Any Asset Status Report
with respect to a Mortgage Loan Combination will also be delivered to the
related B Loan Holder and related Companion 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 Mortgage Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Mortgage Loan 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 and Appraisal
      Reduction Event for the related Mortgage Loan, if any, together with the
      assumptions used in the calculation thereof;

            (v) a recommendation by the Special Servicer as to how such
      Specially Serviced Mortgage 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 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 Special Servicer deems relevant
      in light of the Servicing Standard.

            With respect to any Mortgage Loan that becomes a Specially Serviced
Mortgage Loan, if within 10 Business Days of receiving an Asset Status Report,
the Series 2007-C5 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2007-C5
Directing Certificateholder) does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Loan Documents. If the Series 2007-C5 Directing Certificateholder (or
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement, if not the same party
as the Series 2007-C5 Directing Certificateholder) disapproves such Asset Status
Report, the Special Servicer shall revise such Asset Status Report and deliver
to the Series 2007-C5 Directing Certificateholder (or with respect to any
Mortgage Loan Combination, the related controlling holder, if any, specified in
the related Intercreditor Agreement, if not the same party as the Series 2007-C5
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 Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(g) until the earlier of (a) the failure of
the Series 2007-C5 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2007-C5
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 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 Special Servicer shall deliver such finalized Asset Status Report to
the Series 2007-C5 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2007-C5
Directing Certificateholder), the Rating Agencies, the applicable Master
Servicer, the Trustee and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder). The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such
report, provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section. Notwithstanding the foregoing, the
Special Servicer (i) may, following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, take any action set forth in
such Asset Status Report before the expiration of a 10 Business Day period if
the Special Servicer has reasonably determined that failure to take such action
would materially and adversely affect the interests of the Certificateholders
(as a collective whole) and it has made a reasonable effort to contact the
Series 2007-C5 Directing Certificateholder (or with respect to any Mortgage Loan
Combination, the related controlling holder, if any, specified in the related
Intercreditor Agreement, if not the same party as the Series 2007-C5 Directing
Certificateholder) and (ii) in any case, shall determine whether any affirmative
disapproval by the Series 2007-C5 Directing Certificateholder (or with respect
to any Mortgage Loan Combination, the related controlling holder, if any,
specified in the related Intercreditor Agreement, if not the same party as the
Series 2007-C5 Directing Certificateholder) described in this paragraph is not
in the best interest of the Certificateholders (as a collective whole) pursuant
to the Servicing Standard. With respect to any Mortgage Loan Combination,
notwithstanding the foregoing, if the related Intercreditor provides for a
different procedure for obtaining the approval of the related controlling
holder, the applicable Master Servicer or the Special Servicer, as applicable,
shall follow the procedures set forth in the related Intercreditor Agreement for
the purpose of obtaining such related controlling holder's approval of the
relevant servicing action.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and, subject to the next paragraph,
take such actions consistent with the Servicing Standard and any related Asset
Status Report. Subject to the next paragraph, the Special Servicer shall not
take any action inconsistent with the related Asset Status Report, unless such
action would be required in order to act in accordance with the Servicing
Standard.

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Series 2007-C5 Directing Certificateholder (or,
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement if not the same party
as the Series 2007-C5 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 Mortgage Loan or Specially Serviced Mortgage Loan, applicable law or any
provision of this Agreement, including such Master Servicer's or the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each REMIC Pool, or (ii) result in the imposition
of a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (iii) expose the applicable Master Servicer, the Special
Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust Fund, the
Trustee, or B Loan Holder, Companion 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 Special
Servicer's or the applicable Master Servicer's responsibilities under this
Agreement; and the Special Servicer (1) shall not follow any such direction if
given by the Series 2007-C5 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.

            Section 3.22 Sub-Servicing Agreements

            (a) Each Master Servicer and, subject to Section 3.22(f), the
Special Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its respective obligations under
this Agreement; provided that the Sub-Servicing Agreement: (i) is consistent
with this Agreement (including the Events of Default in clauses (i)-(viii) of
Section 7.01(a)) in all material respects and requires the Sub-Servicer to
comply with the applicable conditions of this Agreement; (ii) provides that if
such Master Servicer or the Special Servicer, as the case may be, shall for any
reason no longer act in such capacity hereunder (including by reason of an Event
of Default), the Trustee or its designee or any other successor to such Master
Servicer or the Special Servicer, as the case may be, may thereupon assume all
of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such Master Servicer or the Special Servicer, as the
case may be, under such agreement or, alternatively, may terminate such
Sub-Servicing Agreement without cause and without payment of any penalty or
termination fee (provided that any Sub-Servicing Agreements entered into by a
Master Servicer with entities identified on Exhibit N as of November 14, 2007
with a Master Servicer (or any replacement or successor Master Servicer) or the
Trustee can only be terminated for cause); (iii) provides that the Trustee for
the benefit of the Certificateholders shall be a third-party beneficiary under
such Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of such Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii), and except with respect to the obligations of any
successor Master Servicer under the Primary Servicing Agreements) none of the
Trust Fund, the Trustee, any successor Master Servicer, Special Servicer or any
Certificateholder shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Trust
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Trust Mortgage Loan at its option and
without penalty; (v) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund except to
the extent of its rights of indemnification, if any, as an agent of such Master
Servicer or the Special Servicer, as applicable; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Mortgage Loan without the prior consent of such Master
Servicer or the Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance with the Servicing Standard; (viii)
provides that in the event of an act or failure to act by the Sub-Servicer that
causes such Master Servicer or the Special Servicer, as applicable, to be in
default of its obligations under this Agreement, the Sub-Servicer shall be in
default of its obligations under such Sub-Servicing Agreement; and (ix) provides
that the failure of the related Sub-Servicer to comply with any of the
requirements under Article XII of this Agreement that are applicable to such
Sub-Servicer under such Sub-Servicing Agreement (or with requirements set forth
in such Sub-Servicing Agreement that are substantially similar in all material
respects to the requirements under Article XII of this Agreement), including the
failure to deliver any reports or certificates at the time such report or
certification is required under Article XII shall constitute an event of default
by such Sub-Servicer upon the occurrence of which either such Master Servicer or
the Depositor may immediately terminate the related Sub-Servicer under the
related Sub-Servicing agreement and that such termination shall be deemed for
cause. Any successor Master Servicer or Special Servicer hereunder, upon
becoming successor Master Servicer or Special Servicer, as applicable, shall
have the right to be assigned and shall have the right to assume any
Sub-Servicing Agreements from the predecessor Master Servicer or Special
Servicer, as applicable. Upon a termination of a Master Servicer pursuant to
this Agreement, the successor to the applicable Master Servicer (other than the
Trustee or its designee) shall automatically succeed to the rights and
obligations of the prior Master Servicer, under the related Primary Servicing
Agreement, (subject only to any termination rights set forth therein), it being
understood that any such succession by the Trustee or its designee shall not be
automatic but shall be in the discretion of the Trustee or such designee. With
respect to any Sub-Servicing Agreement entered into by a Master Servicer after
the Closing Date and prior to the date upon which the Trust's Exchange Act
reporting obligations are terminated by the filing of a Form 15 Suspension
Notification as contemplated by Section 12.10, such Sub-Servicer shall not be a
Prohibited Party. Any such Sub-Servicing Agreement may permit the Sub-Servicer
to delegate its duties to agents or subcontractors so long as the related
agreements or arrangements with such agents or subcontractors are (or may be
required to be), to the extent of the services to be performed, consistent with
the provisions of this Section 3.22 (including, for the avoidance of doubt, that
no such agent or subcontractor is a Prohibited Party prior to the date upon
which the Trust's Exchange Act reporting obligations are terminated by the
filing of a Form 15 Suspension Notification as contemplated by Section 12.10).

            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 Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan. For purposes of this
Agreement (except with respect to any requirement that the applicable Master
Servicer deposit funds in the Collection Account or any Servicing Account within
a specified time period), a 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 Special Servicer, the Trustee and the Depositor in
writing promptly of the appointment by it of any Sub-Servicer not identified on
Exhibit N hereto. The Special Servicer shall notify the Master Servicers, the
Trustee, the Depositor and any affected B Loan Holder or Companion Loan Holder
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 to ensure the
enforceability of the Mortgage Loans to be serviced by such Sub-Servicer.

            (c) As part of its servicing activities hereunder, the applicable
Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders, the Trust Fund or any B Loan Holder) monitor the performance
and enforce the obligations of each Sub-Servicer under each Sub-Servicing
Agreement it has entered into. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Sub-Servicing Agreements in
accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the applicable Master Servicer or Special Servicer, as applicable, would
require were it the owner of the subject Mortgage Loans. The applicable Master
Servicer or the Special Servicer, as applicable, shall have the right to remove
a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement upon the events of default and other termination events
specified in the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of a Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement, such Master Servicer or the Special Servicer, as applicable, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
but subject to Section 12.14, each Master Servicer and the Special Servicer
represents, warrants and covenants that it shall remain obligated and liable to
the Trustee, the Certificateholders, the Companion Loan Holder and the B Loan
Holders for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same
terms and conditions as if it alone were servicing and administering the
Mortgage Loans for which it is responsible, and each Master Servicer, or the
Special Servicer, as applicable, shall pay the fees of any Sub-Servicer
thereunder from its own funds or, with respect to the 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
such Master Servicer under this Agreement, shall be paid out of such Additional
Servicing Compensation and shall not be paid from any amount otherwise payable
to the Special Servicer hereunder. In no event shall the Trust Fund bear any
termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer's termination under any Sub-Servicing Agreement.

            (f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless either: (i) such agreement relates to one or more Trust
Mortgage Loans (including any such Trust Mortgage Loan(s) previously
sub-serviced in accordance with this Section 3.22) that together represent less
than 25% of the aggregate outstanding principal balance of all Specially
Serviced Trust Mortgage Loans; or (ii) the Series 2007-C5 Directing
Certificateholder has consented.

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicer

            (a) Each Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the other Master Servicer, the Special Servicer, the Companion
Loan Holder and the B Loan Holders (and in each case, Capmark only on behalf of
itself and KRECM only on behalf of itself, as of the Closing Date, that:

            (i) Such Master Servicer is (i) in the case of KRECM, a corporation
      duly organized, validly existing and in good standing under the laws of
      Ohio and (ii) in the case of Capmark, a corporation duly organized,
      validly existing and in good standing under the laws of California, 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 such 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 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 the 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 of, 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 Mortgage
      Loans is covered by errors and omissions insurance and the fidelity bond
      in the amounts and with the coverage required by Section 3.07(c).

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Master Servicers, the Companion Loan Holder and the B Loan
Holders, as of the Closing Date and as to the Special Servicer, that:

            (i) The Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not (A) violate the Special
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Special Servicer which, in the case of
      either (B) or (C), is likely to materially and adversely affect the
      Special Servicer's ability to perform hereunder;

            (iii) The Special Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Special
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which, if
      determined adversely to the Special Servicer, would prohibit the Special
      Servicer from entering into this Agreement or, in the Special Servicer's
      good faith and reasonable judgment, is likely to materially and adversely
      affect the ability of the Special Servicer to perform its obligations
      under this Agreement;

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of
      Mortgage Loans is covered by errors and omissions insurance and fidelity
      bond in the amounts and with the coverage required by Section 3.07(c).
      Neither the Special Servicer nor any of its officers, directors or
      employees that is or, following the occurrence of a Servicing Transfer
      Event, would be involved in the servicing or administration of Mortgage
      Loans has been refused such coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or cannot be obtained prior to the actual
      performance by the Special Servicer of its obligations under this
      Agreement, or which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            Section 3.25 Limitation on Liability of the Series 2007-C5 Directing
Certificateholder

            The Series 2007-C5 Directing Certificateholder shall have no
liability whatsoever to the Trust Fund or any Certificateholder other than a
Controlling Class Certificateholder and shall have no liability to any
Controlling Class Certificateholder for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that, with respect to Controlling Class
Certificateholders, the Series 2007-C5 Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the Series
2007-C5 Directing Certificateholder may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Series 2007-C5 Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Series 2007-C5 Directing Certificateholder may act
solely in the interests of the Holders of the Controlling Class, that the Series
2007-C5 Directing Certificateholder does not have any duties to the Holders of
any Class of Certificates other than the Controlling Class, that the Series
2007-C5 Directing Certificateholder may take actions that favor the interests of
the Holders of the Controlling Class over the interests of the Holders of one or
more other classes of Certificates, and that the Series 2007-C5 Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Series 2007-C5
Directing Certificateholder or any director, officer, employee, agent or
principal thereof for having so acted.

            Section 3.26 Reserved

            Section 3.27 Lock-Box Accounts, Cash Collateral Accounts and
Servicing Accounts

            (a) Each Master Servicer shall administer each Lock-Box Account,
Cash Collateral Account and Servicing Account maintained by it in accordance
with the related Mortgage or Loan Agreement, Cash Collateral Account Agreement
or Lock-Box Agreement, if any. Each Lock-Box Account, Cash Collateral Account
and Servicing Account shall be an Eligible Account, except to the extent
provided in the related Mortgage Loan Documents.

            (b) For any Mortgage Loan that provides that a Lock-Box Account will
be established upon the occurrence of certain events specified in the related
Mortgage Loan Documents, the applicable Master Servicer shall establish on
behalf of the Trust such Lock-Box Account upon the occurrence of such events
unless the applicable 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 a
Lock-Box Account for each ARD Mortgage Loan no later than its Anticipated
Repayment Date.

            (c) [Reserved]

            (d) The applicable Master Servicer shall timely provide all
notifications and otherwise timely take all actions necessary to perfect or
maintain the perfection of the security interest of the Trustee in each Lock-Box
Account, Cash Collateral Account and Servicing Account with respect to any
Mortgage Loan.

            Section 3.28 Interest Reserve Account

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account. The Trustee shall maintain the Interest
Reserve Account at its Corporate Trust Office and shall give notice to each
Master Servicer, the Special Servicer and the Depositor of any new location of
the Interest Reserve Account prior to any change thereof. On each Distribution
Date in any February and on each Distribution Date in any January which occurs
in a year that is not a leap year, unless, in either case, such Distribution
Date is the Final Distribution Date, the Trustee shall withdraw from the
Distribution Account and deposit into the Interest Reserve Account in respect of
each Interest Reserve Loan an amount withheld from the related Monthly Payment
or P&I Advance equal to one day's interest on the Stated Principal Balance of
such Interest Reserve Loan immediately prior to such Distribution Date at the
related Net Mortgage Rate, to the extent a full Monthly Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any January, except in
the case of a leap year, and in any February, "Withheld Amounts"). In the case
of the Albers Mill Loan and the Hilton-Ontario Loan, all such withheld Amounts
shall be made in REMIC I in respect of the related Loan REMIC Regular Interest.

            (b) On each Distribution Date occurring in March (or in February, if
the Final Distribution Date occurs in such month) the Trustee shall withdraw
from the Interest Reserve Account an amount equal to the Withheld Amounts from
the immediately preceding January and February, if any, and deposit such amount
(excluding any net investment income thereon) into the Distribution Account. On
each Distribution Date, the Trustee shall deposit any Net Investment Loss into
the Interest Reserve Account and shall be permitted to withdraw any Net
Investment Earnings from the Interest Reserve Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicers and Special Servicer with Respect to Certain Mortgage Loans

            (a) Prior to taking any action with respect to a Mortgage Loan
secured by any Mortgaged Properties located in a "one-action" state, the Special
Servicer shall consult with legal counsel, the fees and expenses of which shall
be covered by a Servicing Advance by the applicable Master Servicer.

            (b) [Reserved].

            (c) With respect to any ARD Mortgage Loan, so long as no event of
default beyond applicable notice and grace periods has occurred and is
continuing, the applicable Master Servicer and the Special Servicer shall not
take any enforcement action with respect to the payment of Excess Interest or
principal in excess of the principal component of the constant Monthly Payment,
other than requests for collection, until the date on which principal and all
accrued interest (other than Excess Interest) has been paid in full (the failure
of the Borrower to pay Excess Interest shall not be considered an event of
default for purposes of this paragraph). Nothing in this paragraph shall limit
the obligation of the applicable Master Servicer and the Special Servicer to
establish a Lock-Box Account pursuant to Section 3.27.

            (d) To the extent not inconsistent with the related Mortgage Loan
Documents, neither the applicable Master Servicer nor the Special Servicer shall
consent to a change of franchise affiliation with respect to any hotel property
that in whole or in part constitutes the Mortgaged Property securing a Mortgage
Loan unless it obtains written confirmation from each Rating Agency that such
change of franchise affiliation would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then-current ratings on any Class
of Certificates. Neither the applicable Master Servicer nor the Special Servicer
shall be required to obtain such written consent from any Rating Agency if such
Mortgage Loan is not one of the ten largest Trust Mortgage Loans (which term
shall, for the purposes of this Section 3.29(d), include groups of Crossed Trust
Mortgage Loans and groups of Trust Mortgage Loans made to affiliated Borrowers)
by outstanding principal balance at such time and the then-current principal
balance of such Mortgage Loan is less than $35,000,000.

            (e) To the extent not inconsistent with the related Mortgage Loan
Documents, the applicable Master Servicer or Special Servicer shall not consent
to a change in the property manager with respect to a property securing a
Mortgage Loan that is one of the ten largest Trust Mortgage Loans (which term
shall, for the purposes of this Section 3.29(e), include groups of Crossed Trust
Mortgage Loans and groups of Trust Mortgage Loans made to affiliated Borrowers)
by outstanding principal balance at such time or that has a then-current
principal balance of greater than $35,000,000, unless it obtains confirmation
from S&P that the appointment of such new property manager would not, in and of
itself, result in a downgrade, qualification or withdrawal of the then current
ratings on any Class of Certificates. The applicable Master Servicer or Special
Servicer, as applicable, shall use reasonable efforts to cause the related
Borrower to pay the costs of such confirmation, and otherwise such costs shall
be a Trust Fund expense.

            (f) The applicable Master Servicer shall, as to each Trust Mortgage
Loan in its Servicing Group which is secured by the interest of the related
Borrower under a Ground Lease, at its own expense, promptly (and in any event
within 45 days of the Closing Date) notify the related ground lessor of the
transfer of such Trust Mortgage Loan to the Trust pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the applicable Master Servicer, on
behalf of the Trustee.

            (g) Subject to the last paragraph of Section 3.21(g), the Special
Servicer shall not grant any discretionary consent to a transfer of any Junior
Loan pursuant to the related Intercreditor Agreement or to any additional cure
beyond those specifically provided for in the related Intercreditor Agreement
unless it obtains the consent of the Series 2007-C5 Directing Certificateholder.
The Special Servicer shall receive any such request for such discretionary
consents from any Junior Loan Holder, and shall forward its analysis and
recommendation to the Series 2007-C5 Directing Certificateholder, who shall
approve or reject such recommendation. The Series 2007-C5 Directing
Certificateholder shall be deemed to have approved such recommendation if not
denied within ten Business Days of its receipt of the Special Servicer's
recommendation and any additional documents and information that the Series
2007-C5 Directing Certificateholder may reasonably request, such ten Business
Day period to commence upon the receipt of the rating agency confirmation
described in the next sentence. Notwithstanding the foregoing, the Special
Servicer shall not grant any discretionary consent to a transfer of any Junior
Loan pursuant to the related Intercreditor Agreement unless it receives the
rating agency confirmation, if any, required pursuant to such Intercreditor
Agreement. In addition, notwithstanding the foregoing, with respect to granting
of any additional cure beyond those specifically provided for in the related
Intercreditor Agreement, there shall not be any deemed approvals and only
affirmative approvals (and for the avoidance of doubt, the time periods for
approvals set forth in this paragraph shall not apply to affirmative approvals)
by the Series 2007-C5 Directing Certificateholder shall permit the Special
Servicer to process such documentation as described above.

            Section 3.30 Master Servicer and Special Servicer May Own
Certificates

            (a) Each Master Servicer and any agent of each 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) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not a Special
Servicer or such agent; except, with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            Section 3.31 Authenticating Agent

            The Trustee may appoint an Authenticating Agent to execute and to
authenticate Certificates. The Authenticating Agent must be acceptable to the
Trustee and must be a corporation organized and doing business under the laws of
the United States of America or any state, having a principal office and place
of business in a state and city acceptable to the Trustee, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities. The Trustee shall serve as the initial Authenticating Agent and the
Trustee hereby accepts such appointment.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Depositor and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent other than the initial Authenticating Agent by giving
written notice of termination to the Authenticating Agent, the Depositor and the
Master Servicers. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 3.31, the Trustee may
appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 3.31.

            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
compensation paid to the Authenticating Agent shall be an unreimbursable expense
of the Trustee.

            Notwithstanding the foregoing in this Section 3.31, the appointment
of the Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent.

            Section 3.32 Series 2007-C5 Directing Certificateholder Contact with
Master Servicers

            No less often than on a monthly basis, each Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from the Series 2007-C5
Directing Certificateholder regarding the performance and servicing of the
Mortgage Loans and/or REO Properties for which such Master Servicer or the
Special Servicer, as the case may be, is responsible. Any such telephone contact
shall be conditioned on the Directing Certificateholder's delivery to the
applicable Master Servicer or Special Servicer, as applicable, of an agreement
substantially in the form of Exhibit R-1 (or such other form reasonably agreed
to by the applicable Master Servicer).

            Section 3.33 Certain Matters with Respect to the Mortgage Loan
Combinations. (a) The Master Servicer (or, if the related Mortgage Loan
Combination is a Specially Serviced Mortgage Loan, the Special Servicer) shall
service and administer the related Mortgage Loan Combination in a manner
consistent with the related Intercreditor Agreement and, unless another party is
expressly responsible hereunder, shall (subject to the Servicing Standard)
satisfy all of the obligations required to be performed by the "Note A Holder"
(or similar term) or contemplated to be performed by a "Servicer" under the
related Intercreditor Agreement.

            (b) The parties hereto acknowledge the purchase options and cure
rights of the respective Junior Loan Holders to the extent provided in the
related Intercreditor Agreement (and/or their respective designees and/or
representatives) and shall administer the purchase options and cure rights of
the Junior Loan Holders in accordance with the terms of the related
Intercreditor Agreement.

            (c) The applicable Master Servicer and Special Servicer each shall
provide to each Junior Loan Holder (other than a Junior Loan Holder who is also
the related Borrower or any Affiliate of the related Borrower) and the Companion
Loan Holder or its designee, with respect to the related Mortgage Loan
Combination, or any related REO Property, subject to the same conditions and
restrictions on the distribution of information as apply with respect to the
Trust Mortgage Loans, the same reports, documents and other information that the
applicable Master Servicer or Special Servicer, as the case may be, provides to
the Trustee with respect to the related Mortgage Loan Combination or any related
REO Property, and on a concurrent basis (unless an earlier delivery is otherwise
expressly provided for herein). The Trustee, the applicable Master Servicer and
Special Servicer each shall provide to each Junior Loan Holder or Companion Loan
Holder or its designee, with respect to the related Mortgage Loan Combination or
any related REO Property, the same reports, documents and other information that
the Trustee, applicable Master Servicer or Special Servicer, as the case may be,
provides to the Directing Certificateholder with respect to the related Mortgage
Loan Combination or any related REO Property, and on a concurrent basis. In
addition, the Trustee, the applicable Master Servicer or Special Servicer, as
applicable, shall, upon receipt of a written request, subject to the same
conditions and restrictions on the distribution of information as apply with
respect to the Trust Mortgage Loans, provide to each Junior Loan Holder or
Companion Loan Holder or its designee (at such holder's cost) all other reports,
documents and information that such holder or its designee may reasonably
request with respect to the related Mortgage Loan Combination, the Borrower or
its Junior Loan or Companion Loan, as applicable, or any related REO Property;
provided, however, that in no event shall a Junior Loan Holder be provided with
any Fair Value calculation in respect of the related Trust Mortgage Loan.

            (d) If any Junior Loan Holder purchases the related Mortgage Loan
pursuant to Section 3.33(b), or if any Person purchases the related Mortgage
Loan as a Defaulted Loan pursuant to Section 3.18, then the Person effecting the
purchase must also pay and/or reimburse to the applicable Master Servicer, the
Special Servicer, the Trustee and the Depositor the respective amounts then
currently due and owing to them hereunder with respect to the related Mortgage
Loan and that, pursuant to the related Intercreditor Agreement, would otherwise
have been payable out of future collections on the related Mortgage Loan.
Notwithstanding anything herein to the contrary, any such purchase shall be
subject to such reimbursements.

            (e) If there are any conflicts between this Section 3.33 and any of
the Loan Documents relating to any Mortgage Loan Combination or between this
Section 3.33 and the related Intercreditor Agreement, then such Loan Documents
or such related Intercreditor Agreement shall control.

            Section 3.34 Certain Matters with Respect to the 60 Wall Street
Loan.

            (a) In the event that any of the 60 Wall Street Trustee, the 60 Wall
Street Master Servicer or the 60 Wall Street Special Servicer shall be replaced
in accordance with the terms of the 60 Wall Street Servicing Agreement, the
Master Servicers, the Special Servicer and the Trustee shall acknowledge any
such successor as the successor to the 60 Wall Street Trustee, the 60 Wall
Street Master Servicer or the 60 Wall Street Special Servicer, as the case may
be.

            (b) The applicable Master Servicer shall deliver, or cause to be
delivered, to the Trustee promptly following receipt from the 60 Wall Street
Trustee, the 60 Wall Street Master Servicer or the 60 Wall Street Special
Servicer, any servicing reports concerning the 60 Wall Street Loan.

            (c) If any servicing advance made with respect to the 60 Wall Street
Total Loan by the 60 Wall Street Trustee, the 60 Wall Street Master Servicer or
the 60 Wall Street Special Servicer, as the case may be, under the 60 Wall
Street Servicing Agreement is determined to be nonrecoverable or if any
"additional trust fund expenses" are incurred with respect to the 60 Wall Street
Total Loan, then upon request from any such party, the Trust's pro rata portion
of such nonrecoverable advance or "additional trust fund expense," as
applicable, shall (upon receipt by the applicable Master Servicer of an itemized
invoice, upon which such Master Servicer may conclusively rely) be paid to any
such party from principal collections in the Collection Account in accordance
with the 60 Wall Street Intercreditor Agreement.

            (d) If, pursuant to Sections 2.03, 3.18 or 9.01, the 60 Wall Street
Loan is purchased from the Trust Fund, the purchaser thereof shall be bound by
the terms of the 60 Wall Street Intercreditor Agreement, and shall assume the
rights and obligations of the "Noteholder" of "Promissory Note A-7" under the 60
Wall Street Intercreditor Agreement. All portions of the related Mortgage File
and other documents pertaining to the 60 Wall Street Loan shall be endorsed or
assigned to the extent necessary or appropriate to the purchaser of such loan in
its capacity as such "Noteholder."

            (e) If the 60 Wall Street Whole Loan becomes specially serviced in
accordance with the terms of a 60 Wall Street Servicing Agreement and the 60
Wall Street Trustee or other holders of any 60 Wall Street Companion Loan or its
servicing agent notifies the Trustee or the applicable Master Servicer that the
Trustee, as holder of the 60 Wall Street Loan, or its designee, is entitled to
certain consultation or consent rights with respect to the 60 Wall Street Loan
or any 60 Wall Street REO Mortgage Loan, then the applicable Master Servicer or
Trustee shall promptly so notify the Special Servicer. For so long as the
Trustee or its designee is entitled to such consultation rights, the Trustee
hereby delegates such consultation or consent rights to the Series 2007-C5
Directing Certificateholder.

            (f) If the 60 Wall Street Companion Loans are subject to a fair
value purchase option under the 60 Wall Street Servicing Agreement, the Special
Servicer will be required to determine the purchase price for the 60 Wall Street
Loan in accordance with Section 3.18.

            (g) In the event that the "A-1 Note" under the 60 Wall Street
Intercreditor Agreement is no longer an asset in a securitization and the 60
Wall Street Total Loan is to be serviced pursuant to another servicing
agreement, then obtaining a written confirmation from each Rating Agency to the
effect that the servicing of the 60 Wall Street Total Loan under such servicing
agreement will not result in an Adverse Rating Event with respect to any Class
of Rated Certificates shall be a condition to the effectiveness of such
successor servicing agreement to the extent provided in the 60 Wall Street
Intercreditor Agreement.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions

            On each Distribution Date, the Trustee shall transfer or be deemed
to transfer the Available Distribution Amount from the REMIC I Distribution
Account to the REMIC II Distribution Account in the amounts and priorities set
forth in Section 4.01(b) with respect to each Class of Uncertificated REMIC I
Interests, and immediately thereafter, on each Distribution Date prior to the
date on which the Certificate Balance of the last outstanding Class of
Subordinate Certificates has been reduced to zero, to the extent of the
Available Distribution Amount for such Distribution Date, shall make
distributions in the following order of priority from the REMIC II Distribution
Account, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority from the
relevant portion of the Available Distribution Amount:

            (i) concurrently, (i) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-1,
      Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, pro rata, up
      to the Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date, (ii) from that portion of the Available Distribution
      Amount attributable to Loan Group No. 2, to the Class A-1-A Certificates,
      up to the Optimal Interest Distribution Amount for such Class for such
      Distribution Date and (iii) from the entire Available Distribution Amount,
      to the Class A-SP and Class A-X Certificates, up to the Optimal Interest
      Distribution Amounts for each such Class for such Distribution Date;
      provided, however, that if the Available Distribution Amount for any
      Distribution Date (or the portion thereof attributable to either Loan
      Group) is insufficient to pay in full the Optimal Interest Distribution
      Amount, as provided above, on such Distribution Date, then the entire
      Available Distribution Amount shall be applied to make distributions of
      interest to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
      Class A-1-A, Class A-SP and Class A-X Certificateholders of, up to, and
      pro rata as among such Classes in accordance with, the respective Optimal
      Interest Distribution Amounts in respect of such Classes of Certificates
      for such Distribution Date;

            (ii) to make distributions of principal to the Class A-1, Class A-2,
      Class A-3, Class A-AB, Class A-1-A and Class A-4 Certificates, in
      reduction of the Certificate Balances thereof, an amount up to the Total
      Principal Distribution Amount for such Distribution Date, in the following
      order of priority:

            First, to the Class A-1-A Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2, until the Certificate Balance thereof
      has been reduced to zero;

            Second, to the Class A-AB Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to the Class A-AB targeted
      principal balance set forth for such Distribution Date on Exhibit Q hereto
      (net of any portion thereof distributed on such Distribution Date to the
      Holders of the Class A-1-A Certificates pursuant to a prior subclause of
      this clause (ii));

            Third, to the Class A-1 Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to zero (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, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to zero (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, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to zero (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-4 Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to zero (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-AB Certificates, equal to the portion of the
      Total Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balances of
      the Class A-1-A, Class A-1-AM and Class A-1-AJ Certificates have been
      reduced to zero, the portion of the Principal Distribution Amount for such
      Distribution Date that is attributable to Loan Group No. 2) until the
      Certificate Balance thereof has been reduced to zero (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-4
      Certificates pursuant to a prior subclause of this clause (ii)); and

            Eighth, to the Class A-1-A Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any distribution of
      principal made with respect to the Class A-1-A Certificates on such
      Distribution Date pursuant to subclause first of this clause (ii), up to
      an amount equal to the entire Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3, Class A-AB and Class A-4 Certificates pursuant to a prior
      subclause of this clause (ii) and any portions thereof distributed on such
      Distribution Date to the Holders of the Class A-M and Class A-J
      Certificates pursuant to clause (v) or (viii) below); provided that the
      Class A-1-A Certificates may only receive the portion of the Principal
      Distribution Amount for such Distribution Date that is attributable to
      Loan Group No. 1 after the Class Certificate Balance of the Class A-J
      Certificates has been reduced to zero;

      provided, however, that, notwithstanding the immediately preceding
      subclauses First through Eighth, on each Distribution Date coinciding with
      or following the Senior Principal Distribution Cross-Over Date, and in any
      event on the Final Distribution Date, the Trustee shall make distributions
      of principal to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3, Class A-AB and Class A-4 Certificates, on a pro rata basis, in
      accordance with the respective Certificate Balances of those Classes
      outstanding immediately prior to such Distribution Date, until the
      Certificate Balance of each such Class has been reduced to zero, in an
      aggregate amount equal to the entire Principal Distribution Amount for
      such Distribution Date;

            (iii) to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
      and Class A-1-A Certificates, pro rata (based on the aggregate
      unreimbursed Realized Loss previously allocated to each such Class), until
      all amounts of such Realized Loss previously allocated to such Classes,
      but not previously reimbursed, have been reimbursed in full;

            (iv) concurrently, (A) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-M
      Certificates, in respect of interest, up to the Optimal Interest
      Distribution Amount for such Class for such Distribution Date and (B) from
      that portion of the Available Distribution Amount attributable to Loan
      Group No. 2, to the Class A-1-AM Certificates, in respect of interest, up
      to the Optimal Interest Distribution Amount for 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 Loan Group) is insufficient to pay in full the Optimal Interest
      Distribution Amount, as provided above, on such Distribution Date, then
      the entire Available Distribution Amount shall be applied to make
      distributions of interest to the Class A-M and Class A-1-AM Certificates
      up to, and pro rata as between such Classes in accordance with, the
      respective Optimal Interest Distribution Amounts in respect of such
      Classes of Certificates for such Distribution Date;

            (v) concurrently, (A) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1 (and when the Class
      Principal Balance of the Class A-1-A, Class A-1-AM, Class A-1-AJ, Class
      A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates has been
      reduced to zero, that portion of the Available Distribution Amount
      attributable to Loan Group No. 2), to the Class A-M Certificates, in
      reduction of the Class Principal Balance thereof, in an aggregate amount
      up to the entire Principal Distribution Amount for such Distribution Date
      (net of any portions 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-4 Certificates pursuant to clause (ii) above) until such Class
      Principal Balance has been reduced to zero and (B) from that portion of
      the Available Distribution Amount attributable to Loan Group No. 2 (and
      when the Class Principal Balance of the Class A-1, Class A-2, Class A-3,
      Class A-AB, Class A-4, Class A-M, Class A-J and Class A-1-A Certificates
      has been reduced to zero, that portion of the Available Distribution
      Amount attributable to Loan Group No. 1), to the Class A-1-AM
      Certificates, in reduction of the Class Principal Balance thereof, in an
      aggregate amount up to the entire Principal Distribution Amount for such
      Distribution Date (net of any portions 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-4 Certificates pursuant to clause
      (ii) above) until such Class Principal Balance has been reduced to zero;

provided, however, that, notwithstanding the immediately preceding clauses (i)
and (v), on each Distribution Date coinciding with or following the Class
A-M/A-1-AM Principal Distribution Cross-Over Date, the Trustee shall make
distributions of principal to the Holders of the Class A-1, Class A-1-A, Class
A-2, Class A-3, Class A-AB and Class A-4 Certificates, in accordance to the
priority of distributions set forth in clause (ii) above, 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,
and then to the Class A-M and Class A-1-AM 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;

            (vi) to the Class A-M and Class A-1-AM Certificates, pro rata (based
      on the aggregate unreimbursed Realized Loss previously allocated to each
      such Class), until all amounts of such Realized Loss previously allocated
      to such Classes, but not previously reimbursed, have been reimbursed in
      full;

            (vii) concurrently, (A) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-J
      Certificates, in respect of interest, up to the Optimal Interest
      Distribution Amount for such Class for such Distribution Date and (B) from
      that portion of the Available Distribution Amount attributable to Loan
      Group No. 2, to the Class A-1-AJ Certificates, in respect of interest, up
      to the Optimal Interest Distribution Amount for 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-J and Class A-1-AJ Certificates
      up to, and pro rata as between such Classes in accordance with, the
      respective Optimal Interest Distribution Amounts in respect of such
      Classes of Certificates for such Distribution Date;

            (viii) concurrently, (A) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1 (and when the Class
      Principal Balance of the Class A-1-A, Class A-1-AM, Class A-1-AJ, Class
      A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-M
      Certificates has been reduced to zero, that portion of the Available
      Distribution Amount attributable to Loan Group No. 2), to the Class A-J
      Certificates, in reduction of the Class Principal Balance thereof, in an
      aggregate amount up to the entire Principal Distribution Amount for such
      Distribution Date (net of any portions thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-AB, Class
      A-1, Class A-2, Class A-3, Class A-4, Class A-M and Class A-1-AM
      Certificates pursuant to clauses (ii) and (v) above) until such Class
      Principal Balance has been reduced to zero and (B) from that portion of
      the Available Distribution Amount attributable to Loan Group No. 2 (and
      when the Class Principal Balance of the Class A-1, Class A-2, Class A-3,
      Class A-AB, Class A-4, Class A-M, Class A-J, Class A-1-A and Class A-1-AM
      Certificates has been reduced to zero, that portion of the Available
      Distribution Amount attributable to Loan Group No. 1), to the Class A-1-AJ
      Certificates, in reduction of the Class Principal Balance thereof, in an
      aggregate amount up to the entire Principal Distribution Amount for such
      Distribution Date (net of any portions thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-AB, Class
      A-1, Class A-2, Class A-3, Class A-4, Class A-M and Class A-1-AM
      Certificates pursuant to clauses (ii) and (v) above) until such Class
      Principal Balance has been reduced to zero;

provided, however, that, notwithstanding the immediately preceding clauses (ii),
(v) and (viii), on each Distribution Date coinciding with or following the Class
A-J/A-1-AJ Principal Distribution Cross-Over Date, the Trustee shall make
distributions of principal 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 and Class A-1-AM Certificates,
in accordance to the priority of distributions set forth in clauses (ii) and (v)
above, 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, and then to the Class A-J and Class A-1-AJ 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;

            (ix) to the Class A-J and Class A-1-AJ Certificates, pro rata (based
      on the aggregate unreimbursed Realized Loss previously allocated to each
      such Class), until all amounts of such Realized Loss previously allocated
      to such Classes, but not previously reimbursed, have been reimbursed in
      full;

            (x) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class B Certificates, until all amounts of Realized
      Loss previously allocated to the Class B Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xiii) to the Class C Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xiv) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class C Certificates, until all amounts of Realized Loss
      previously allocated to the Class C Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xvi) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class D Certificates, until all amounts of Realized
      Loss previously allocated to the Class D Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xix) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class E Certificates, until all amounts of Realized
      Loss previously allocated to the Class E Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxii) to the Class F Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class F Certificates, until all amounts of Realized
      Loss previously allocated to the Class F Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxv) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class G Certificates, until all amounts of Realized
      Loss previously allocated to the Class G Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxviii) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class H Certificates, until all amounts of Realized
      Loss previously allocated to the Class H Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxi) to the Class J Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class J Certificates, until all amounts of Realized
      Loss previously allocated to the Class J Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxiv) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class K Certificates, until all amounts of Realized
      Loss previously allocated to the Class K Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxvii) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii) to the Class L Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class L Certificates, until all amounts of Realized
      Loss previously allocated to the Class L Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xl) to the Class M Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class M Certificates, until all amounts of Realized
      Loss previously allocated to the Class M Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xliii) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliv) to the Class N Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlv) to the Class N Certificates, until all amounts of Realized
      Loss previously allocated to the Class N Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xlvi) to the Class O Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xlvii) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlviii) to the Class O Certificates, until all amounts of Realized
      Loss previously allocated to the Class O Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xlix) to the Class P Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (l) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (li) to the Class P Certificates, until all amounts of Realized Loss
      previously allocated to the Class P Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lii) to the Class Q Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (liii) to the Class Q Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (liv) to the Class Q Certificates, until all amounts of Realized
      Loss previously allocated to the Class Q Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lv) to the Class S Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (lvi) to the Class S Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (lvii) to the Class S Certificates, until all amounts of Realized
      Loss previously allocated to the Class S Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lviii) to the Class R Certificates, the amount, if any, remaining
      in the REMIC II Distribution Account after all other distributions
      pursuant to this Section 4.01(a) and Section 4.01(e).

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the date on which the Certificate Balance of the last outstanding
Class of Subordinate Certificates has been reduced to zero, the Trustee shall
apply amounts on deposit in the REMIC II Distribution Account in the following
order of priority: (i) concurrently, to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1-A, Class A-SP and Class A-X Certificates, pro
rata, in respect of the Optimal Interest Distribution Amount allocable to each
such Class; (ii) to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
and Class A-1-A Certificates, pro rata in reduction of the Certificate Balances
thereof, until the Certificate Balance of each such Class has been reduced to
zero; and (iii) to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
and Class A-1-A Certificates, pro rata (based on the aggregate unreimbursed
Realized Loss previously allocated to such Class) until all amounts of such
Realized Loss previously allocated to such Classes but not previously reimbursed
have been reimbursed in full.

            (b) On each Distribution Date, each Uncertificated REMIC I Interest
shall be deemed to receive distributions from the REMIC I Distribution Account
in respect of principal or reimbursement of Realized Loss in an amount equal to
the amount of principal or reimbursement of Realized Loss distributable to such
Uncertificated REMIC I Interest's respective Class of Corresponding Certificates
as provided in Section 4.01(a) (the "REMIC I Distribution Amount").

            On each Distribution Date, where more than one Class of
Uncertificated REMIC I Interests relates to a particular Class of Certificates,
each such Class of Uncertificated REMIC I Interests shall be deemed to receive
principal distributions or reimbursement of Realized Loss in the aggregate
amount distributed to the corresponding Certificates in numerical order (e.g.,
first, to LA-1-1, and then to LA-1-2) until each Uncertificated REMIC I Interest
is reduced to zero.

            During each Interest Accrual Period, each Uncertificated REMIC I
Interest shall accrue interest in an amount equal to the product of the REMIC I
Principal Amount of each such Uncertificated REMIC I Interest and the Weighted
Average Net Mortgage Pass-Through Rate. On each Distribution Date, each
Uncertificated REMIC I Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
that will actually be distributed in respect of such Uncertificated REMIC I
Interest's Corresponding Certificates (provided, that the interest distributed
in respect of the Class A-1 Certificates shall be allocated to the Class LA-1-1
and Class LA-1-2 Uncertificated Interests, pro rata, based on interest accrued;
the interest distributed in respect of the Class A-2 Certificates shall be
allocated to the Class LA-2-1, Class LA-2-2, Class LA-2-3 and Class LA-2-4
Uncertificated Interests, pro rata based on interest accrued; the interest
distributed in respect of the Class A-AB Certificates shall be allocated to the
Class LA-AB-1, Class LA-AB-2, Class LA-AB-3 and Class LA-AB-4 Uncertificated
Interests, pro rata based on interest accrued; the interest distributed in
respect of the Class A-4 Certificates shall be allocated to the Class LA-4-1,
Class LA-4-2, Class LA-4-3 and Class LA-4-4 Uncertificated Interests, pro rata
based on interest accrued; and the interest distributed in respect of the Class
A-1-A Certificates shall be allocated to the Class LA-1-A-1, Class LA-1-A-2,
Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6, Class LA-1-A-7
and Class LA-1-A-8 Uncertificated Interests, pro rata based on interest accrued)
and (ii) the amount of interest that will actually be distributed in respect of
such Uncertificated REMIC I Interest's corresponding Class A-X Component and, if
applicable, Class A-SP Component. In all events, the amount accrued in respect
of each Uncertificated REMIC I Interest less Uncovered Prepayment Interest
Shortfalls allocated thereto pursuant to Section 4.01(j) and less the amount
actually distributed in respect of such Uncertificated REMIC I Interests shall
equal the sum of (i) the Interest Shortfall Amount allocated to such
Uncertificated REMIC I Interest's Corresponding Certificates (allocated pro rata
to the Class LA-1-1 and Class LA-1-2 Uncertificated Interests, in the case of
the Class A-1 Certificates; to the Class LA-2-1, Class LA-2-2, Class LA-2-3 and
Class LA-2-4 Uncertificated Interests, in the case of the Class A-2
Certificates; to the Class LA-AB-1, Class LA-AB-2, Class LA-AB-3 and Class
LA-AB-4 Uncertificated Interests, in the case of the Class A-AB Certificates; to
the Class LA-4-1, Class LA-4-2, Class LA-4-3 and Class LA-4-4 Uncertificated
Interests, in the case of the Class A-4 Certificates; and to the Class LA-1-A-1,
Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6,
Class LA-1-A-7 and Class LA-1-A-8 Uncertificated Interests, in the case of the
Class A-1-A Certificates) and (ii) the Interest Shortfall Amount allocated to
the Corresponding Components of the Class A-X or Class A-SP Certificates and
attributable to such Uncertificated REMIC I Interest.

            The initial REMIC I Principal Amount of each Uncertificated REMIC I
Interest equals the respective Original REMIC I Principal Amount. The REMIC I
Principal Amount of each Uncertificated REMIC I Interest as of any date equals
the Original REMIC I Principal Amount of such Uncertificated REMIC I Interest
less the principal allocated thereto pursuant to the first and second paragraphs
of this Section 4.01(b) and Realized Losses allocated thereto pursuant to
Section 4.04(c). As of any date, payments of principal in respect of the Trust
Mortgage Loans and the Realized Loss shall be allocated to the Uncertificated
REMIC I Interests such that the REMIC I Principal Amount after application of
any Realized Loss of each Uncertificated REMIC I Interest less the cumulative
amount of Realized Loss allocated to such Uncertificated REMIC I Interest equals
the Certificate Balance of the Corresponding Certificates after the application
of any Realized Loss with respect thereto and the cumulative amount of Realized
Loss allocated to such Class of Corresponding Certificates; provided, that:

            (i) with respect to the Class A-1 Certificates, (A) the REMIC I
      Principal Amount of the Class LA-1-1 Uncertificated Interest shall be the
      lesser of $3,584,000 and the Class Principal Balance of the Class A-1
      Certificates minus $29,416,000 but not less than zero, and (B) the REMIC I
      Principal Amount of the Class LA-1-2 Uncertificated Interest shall be the
      lesser of $29,416,000 and the Class Principal Balance of the Class A-1
      Certificates;

            (ii) with respect to the Class A-2 Certificates, (A) the REMIC I
      Principal Amount for the Class LA-2-1 Uncertificated Interest shall be the
      lesser of $55,432,000 and the Class Principal Balance of the Class A-2
      Certificates minus $259,568,000 but not less than zero, (B) the REMIC I
      Principal Amount for the Class LA-2-2 Uncertificated Interest shall be the
      lesser of $93,765,000 and the Class Principal Balance of the Class A-2
      Certificates minus $165,803,000 but not less than zero, (C) the REMIC I
      Principal Amount for the Class LA-2-3 Uncertificated Interest shall be the
      lesser of $85,471,000 and the Class Principal Balance of the Class A-2
      Certificates minus $80,332,000 but not less than zero, and (D) the REMIC I
      Principal Amount for the Class LA-2-4 Uncertificated Interest shall be the
      lesser of $80,332,000 and the Class Principal Balance of the Class A-2
      Certificates;

            (iii) with respect to the Class A-AB Certificates, (A) the REMIC I
      Principal Amount of the Class LA-AB-1 Uncertificated Interest shall be the
      lesser of $1,511,000 and the Class Principal Balance of the Class A-AB
      Certificates minus $63,572,000 but not less than zero, (B) the REMIC I
      Principal Amount of the Class LA-AB-2 Uncertificated Interest shall be the
      lesser of $15,088,000 and the Class Principal Balance of the Class A-AB
      Certificates minus $48,484,000 but not less than zero, (C) the REMIC I
      Principal Amount of the Class LA-AB-3 Uncertificated Interest shall be the
      lesser of $14,712,000 and the Class Principal Balance of the Class A-AB
      Certificates minus $33,772,000 but not less than zero, and (D) the REMIC I
      Principal Amount of the Class LA-AB-4 Uncertificated Interest shall be the
      lesser of $33,772,000 and the Class Principal Balance of the Class A-AB
      Certificates;

            (iv) with respect to the Class A-4 Certificates, (A) the REMIC I
      Principal Amount for the Class LA-4-1 Uncertificated Interest shall be the
      lesser of $70,790,000 and the Class Principal Balance of the Class A-4
      Certificates minus $911,710,000 but not less than zero, (B) the REMIC I
      Principal Amount of the Class LA-4-2 Uncertificated Interest shall be the
      lesser of $58,622,000 and the Class Principal Balance of the Class A-4
      Certificates minus $853,088,000 but not less than zero, (C) the REMIC I
      Principal Amount of the Class LA-4-3 Uncertificated Interest shall be the
      lesser of $157,103,000 and the Class Principal Balance of the Class A-4
      Certificates minus $695,985,000 but not less than zero, and (D) the REMIC
      I Principal Amount of the Class LA-4-4 Uncertificated Interest shall be
      the lesser of $695,985,000 and the Class Principal Balance of the Class
      A-4 Certificates; and

            (v) with respect to the Class A-1-A Certificates, (A) the REMIC I
      Principal Amount for the Class LA-1-A-1 Uncertificated Interest shall be
      the lesser of $354,000 and the Class Principal Balance of the Class A-1-A
      Certificates minus $347,630,000 but not less than zero, (B) the REMIC I
      Principal Amount for the Class LA-1-A-2 Uncertificated Interest shall be
      the lesser of $15,157,000 and the Class Principal Balance of the Class
      A-1-A Certificates minus $329,925,000 but not less than zero, (C) the
      REMIC I Principal Amount for the Class LA-1-A-3 Uncertificated Interest
      shall be the lesser of $16,069,000 and the Class Principal Balance of the
      Class A-1-A Certificates minus $311,357,000 but not less than zero, (D)
      the REMIC I Principal Amount for the Class LA-1-A-4 Uncertificated
      Interest shall be the lesser of $15,794,000 and the Class Principal
      Balance of the Class A-1-A Certificates minus $293,317,000 but not less
      than zero, (E) the REMIC I Principal Amount for the Class LA-1-A-5
      Uncertificated Interest shall be the lesser of $21,359,000 and the Class
      Principal Balance of the Class A-1-A Certificates minus $164,257,000 but
      not less than zero, (F) the REMIC I Principal Amount for the Class
      LA-1-A-6 Uncertificated Interest shall be the lesser of $14,985,000 and
      the Class Principal Balance of the Class A-1-A Certificates minus
      $150,402,000 but not less than zero, (G) the REMIC I Principal Amount for
      the Class LA-1-A-7 Uncertificated Interest shall be the lesser of
      $15,538,000 and the Class Principal Balance of the Class A-1-A
      Certificates minus $82,395,000 but not less than zero, and (H) the REMIC I
      Principal Amount for the Class LA-1-A-8 Uncertificated Interest shall be
      the lesser of $82,395,000 and the Class Principal Balance of the Class
      A-1-A Certificates.

            Interest Shortfall Amounts allocated to the Class A-X and Class A-SP
Certificates shall be attributed to the Uncertificated REMIC I Interests to the
extent of their Related Components, pro rata, based on interest accrued on such
Components. Any amounts so allocated shall have the same seniority as interest
payments due on the Class A-X Certificates. Prepayment Interest Shortfalls shall
be allocated to each Class of Uncertificated REMIC I Interests pro rata on the
basis of their respective interest entitlements.

            Any amount that remains in the REMIC I Distribution Account on each
Distribution Date after distribution on the Uncertificated REMIC I Interests and
distribution of Yield Maintenance Charges pursuant to Section 4.01(d) shall be
distributed to the Holders of the Class LR Certificates (but only to the extent
of the Available Distribution Amount for such Distribution Date remaining in the
REMIC I Distribution Account, if any).

            (c) [Reserved]

            (d) On each Master Servicer Remittance Date, each Master Servicer
shall remit all Yield Maintenance Charges with respect to its Servicing Group to
the Trustee for deposit in the REMIC I Distribution Account for payment to the
Uncertificated REMIC I Interests. On each Distribution Date, the Trustee shall
withdraw from the REMIC I Distribution Account an aggregate amount equal to all
such Yield Maintenance Charges actually collected on the Trust Mortgage Loans or
any REO Trust Mortgage Loans during the related Collection Period and shall
distribute such amount to the Uncertificated REMIC I Interests, pro rata in
proportion to their outstanding REMIC I Principal Amounts.

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the REMIC II Distribution Account that represent Yield
Maintenance Charges actually collected on the Trust Mortgage Loans or REO Trust
Mortgage Loans during the related Collection Period and remitted in respect of
the Uncertificated REMIC I Interests pursuant to Section 4.01(d), and shall
distribute such amounts to the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class
E, Class F, Class G, Class H and Class K Certificates in an amount that shall,
as to each such Class equal to the product of (a) a fraction whose numerator is
the amount distributed as principal to such Class on such Distribution Date that
is attributable to the Loan Group that includes the prepaid Trust Mortgage Loan,
and whose denominator is the total amount distributed as principal to the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-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 on such Distribution Date that is attributable to the Loan Group
that includes the prepaid Trust Mortgage Loan, (b) the Base Interest Fraction
for the related Principal Prepayment and such Class of Certificates and (c) the
aggregate amount of Yield Maintenance Charges collected on such Principal
Prepayment during the related Collection Period. Any Yield Maintenance Charges
collected during the related Collection Period remaining after such
distributions for (i) each of the first twelve Distribution Dates, if the Class
A-SP Certificates are then outstanding, 94.25% of such amount to the Holders of
the Class A-SP Certificates and 5.75% of such amount to the holders of the Class
A-X Certificates; (ii) the next twelve Distribution Dates, if the Class A-SP
Certificates are then outstanding, 79.75% to the Holders of the Class A-SP
Certificates and 20.25% to the Holders of the Class A-X Certificates; (iii) the
next twelve Distribution Dates, if the Class A-SP Certificates are then
outstanding, 73.75% to the Holders of the Class A-SP Certificates and 26.25% to
the holders of the Class A-X Certificates; (iv) the next twelve Distribution
Dates, if the Class A-SP Certificates are then outstanding, 57.50% to the
Holders of the Class A-SP Certificates and 42.50% to the Holders of the Class
A-X Certificates; (v) the next twelve Distribution Dates, if the Class A-SP
Certificates are then outstanding, 45.00% to the Holders of the Class A-SP
Certificates and 55.00% to the Holders of the Class A-X Certificates; (vi) the
next twelve Distribution Dates, if the Class A-SP Certificates are then
outstanding, 40.50% to the Holders of the Class A-SP Certificates and 59.50% to
the Holders of the Class A-X Certificates; (vii) the next twelve Distribution
Dates, if the Class A-SP Certificates are then outstanding, 19.75% to the
Holders of the Class A-SP Certificates and 80.25% to the Holders of the Class
A-X Certificates; and (viii) the remaining Distribution Dates, entirely to the
Holders of the Class A-X Certificates.

            (f) On any applicable Distribution Date, (i) any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates and (ii) any amounts
collected in respect of the Loan REMIC Residual Interests for such Distribution
Date shall be distributed from the Loan REMIC Residual Distribution Account to
the Class LR Certificates.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Realized Loss
previously allocated to such Certificate) shall be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
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, either Master Servicer, the Special Servicer, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
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 Realized Loss previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Trustee shall, as soon as
practicable prior to the final Distribution Date for such Class, post a notice
on the Website to the effect that no interest shall accrue on such Certificates
from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
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 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 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(h).

            (i) Distributions in reimbursement of Realized Loss previously
allocated to the Regular Certificates shall be made in the amounts and manner
specified in Section 4.01(a) to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided, however, that all distributions in
reimbursement of Realized Loss previously allocated to a Class of Certificates
which has since been retired shall be to the prior Holders that surrendered the
Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate
Register, and such amounts shall be deemed to have been distributed from REMIC I
to REMIC II in each case as such Realized Loss was allocated to the
Uncertificated REMIC I Interests pursuant to Section 4.04(c). Notice of any such
distribution to a prior Holder shall be made in accordance with Section 10.05 at
such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Trustee shall
attempt to contact such prior Holder in the manner contemplated by Section
4.01(h) as if such Holder had failed to surrender its Certificates.

            (j) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfall Amounts
shall be allocated to each Class of Regular Certificates, pro rata, based on the
Accrued Certificate Interest Amount distributable to each such Class on such
Distribution Date. Uncovered Prepayment Interest Shortfall Amounts so allocated
to the Regular Certificates (in the case of the Class A-X and Class A-SP
Certificates, pro rata, to the related Components based on interest accrued)
shall be allocated to the Corresponding Uncertificated REMIC I Interests (and
pro rata where there is more than one Class of Uncertificated REMIC I Interests
that relate to the Class of Regular Certificates that is allocated such
Uncovered Prepayment Interest Shortfall Amount, based on interest accrued).

            (k) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Principal Balance Certificates then outstanding, until the Certificate Balance
thereof equals zero, and then to the next most subordinate Class of Principal
Balance Certificates then outstanding.

            (l) All payments made on the Albers Mill Loan or Hilton-Ontario Loan
or subsequently acquired related REO Property, other than amounts distributable
in respect of the related Loan REMIC Residual Interest, owned by the related
Loan REMIC shall be deemed to be distributed from the related Loan REMIC to the
REMIC I as holder of the Loan REMIC Regular Interests before distributions are
deemed made to the holders of the Uncertificated Lower-Tier Interests pursuant
to Sections 4.01(a) or 4.01(d), 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 Albers Mill Loan or Hilton-Ontario
Loan (or related REO Property), any payment of principal on or reduction in the
Stated Principal Balance of the Albers Mill Loan or Hilton-Ontario Loan shall
reduce the principal balance of the related Loan REMIC Regular Interest. Any
payments on or with respect to the Albers Mill Loan or Hilton-Ontario Loan in
excess of the principal, interest, Prepayment Premium or Yield Maintenance
Charges distributable on the related Loan REMIC Regular Interest, and that are
not payable as fees or reimbursable to any Person, shall be distributable from
the Loan REMIC Residual Distribution Account to the Class LR Certificates in
respect of the related Loan REMIC Residual Interest. Servicing Fees, Primary
Servicing Fees and Trustee Fees in respect of the Albers Mill Loan or
Hilton-Ontario Loan shall be deemed distributed to REMIC I in respect of the
Loan REMIC Regular Interests and paid from REMIC I, and all other servicing
compensation with respect to the Albers Mill Loan or Hilton-Ontario Loan shall
be deemed to be paid by the related Loan REMIC.

            Section 4.02 Trustee Report; Certain Other Reports

            (a) Based solely on information provided to the Trustee by the
Master Servicers pursuant to Section 3.12 and this Section 4.02, the Trustee
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request, by first class mail) to each
Privileged Person a statement substantially in the form of, and containing the
information set forth in, Exhibit E hereto (the "Trustee Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Trust Mortgage Loans
and the Mortgaged Properties; provided that the Trustee need not deliver to any
Privileged Person or the Series 2007-C5 Directing Certificateholder any Trustee
Report 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 Trustee Report shall be
deemed to have agreed to keep confidential the information therein until such
Trustee 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 the Master Servicer's or the Special
Servicer's failure to timely deliver any information or reports hereunder. None
of the Master Servicers, the Special Servicer 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 a Master Servicer, the Special Servicer or the Trustee, as
applicable. None of the Trustee, the Master Servicers or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Borrower, a third party or each other.

            The Trustee shall make available each month, to the general public,
the related Trustee Report via its internet website initially located at
"www.ctslink.com." In addition, the Trustee shall make available each month, via
its internet website to the extent received by the Trustee, on a restricted
basis solely to Privileged Persons, (i) the Unrestricted Master Servicer
Reports, (ii) the CMSA Loan Periodic Update File, the CMSA Loan Setup File, CMSA
Bond Level File and the CMSA Collateral Summary File, (iii) and 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 Credit Suisse 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, to the
extent received by the Trustee, (i) the Restricted Master Servicer Reports, (ii)
the CMSA Property File and (iii) any other report at the direction of the
Depositor. During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of information regarding the Trust on the Trustee's internet
website shall be deemed to have agreed to keep confidential such information
until such information is filed with the Commission, and the Trustee's internet
website shall bear a legend to the following effect:

            No recipient shall use or disclose the information contained on this
            website in any manner which could result in a violation of any
            provision of the Securities Act of 1933 or the Securities Exchange
            Act of 1934 or would require registration of any Non-Registered
            Certificates pursuant to Section 5 of the Securities Act of 1933.

            The Trustee makes no representations or warranties as to the
accuracy or completeness or any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the 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 (866) 846-4526 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 Trustee Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare, or cause to be prepared, and mail to
each Person who at any time during the calendar year was a Certificateholder (i)
a statement containing the aggregate information set forth on pages 2 and 3 of
Exhibit E hereto for such calendar year or applicable portion thereof during
which such person was a Certificateholder and (ii) such other customary
information as the Trustee deems necessary or desirable for Certificateholders
to prepare their federal, state and local income tax returns, including the
amount of original issue discount accrued on the Certificates, if applicable.
The obligations of the Trustee in the immediately preceding sentence shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Trustee shall furnish to such Certificateholder such information
regarding the Trust Mortgage Loans and the Mortgaged Properties as such
Certificateholder may reasonably request and, as has been furnished to, or may
otherwise be in the possession of, the Trustee. Each Master Servicer and the
Special Servicer shall promptly provide to the Depositor and the Trustee such
information regarding the Trust Mortgage Loans and the Mortgaged Properties as
such party may reasonably request and that has been furnished to, or may
otherwise be in the possession of, such Master Servicer or the Special Servicer,
as the case may be.

            Section 4.03 P&I Advances

            (a) On or before 2:00 p.m., New York City time, on each Master
Servicer Remittance Date, each Master Servicer shall, subject to Section
4.03(c), either (i) remit from its own funds to the Trustee for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made by such Master Servicer in respect of the its related Servicing
Group for the related Distribution Date, (ii) apply amounts held in the
Collection Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make such P&I Advances, or (iii)
make such P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of such P&I Advances to be made by such Master
Servicer. Any amounts held in the Collection Account for future distribution and
so used to make P&I Advances in respect of the related Servicing Group shall be
appropriately reflected in such Master Servicer's records and replaced by such
Master Servicer by deposit in the Collection Account prior to the next
succeeding Master Servicer Remittance Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 4:00 p.m.,
New York City time, on any Master Servicer Remittance Date, a Master Servicer
shall not have made any P&I Advance required to be made by it in respect of its
Servicing Group on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the Officer's Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to
Section 4.03(c)) or, to the actual knowledge of a Responsible Officer of the
Trustee, shall not have remitted any other amounts required to be remitted by
such Master Servicer on such date, then the Trustee shall provide notice of such
failure to such Master Servicer by facsimile transmission as soon as possible,
but in any event before 5:00 p.m., New York City time, on such Master Servicer
Remittance Date. If after such notice the Trustee does not receive the full
amount of such P&I Advances in respect of the related Servicing Group by 11:00
a.m., New York City time, on the related Distribution Date, then the Trustee
shall (not later than 12:00 noon, New York City time, on the related
Distribution Date) make the portion of such P&I Advances in respect of the
related Servicing Group that was required to be, but was not, made or remitted,
as the case may be, by such Master Servicer with respect to the related
Distribution Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer in respect of the related Servicing Group for any Distribution Date,
subject to Section 4.03(c) below, shall equal the aggregate of all Monthly
Payments (other than Balloon Payments) and any Assumed Scheduled Payments, in
each case net of any related Master Servicing Fees and Primary Servicing Fees,
due or deemed due, as the case may be, in respect of the Trust Mortgage Loans in
such Servicing Group (including Balloon Trust Mortgage Loans delinquent as to
their respective Balloon Payments) and any REO Trust Mortgage Loans in such
Servicing Group on their respective Due Dates during the related Collection
Period, in each case to the extent such amount was not paid by or on behalf of
the related Borrower or otherwise collected by or on behalf of the Trust as of
the close of business on the related Determination Date; provided that, if an
Appraisal Reduction Amount exists with respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan in such Servicing Group, then the interest portion of any
P&I Advance required to be made in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (i) the amount of
the interest portion of such P&I Advance that would otherwise be required to be
made in respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, for such Distribution Date without regard to this proviso,
multiplied by (ii) a fraction, expressed as a percentage, the numerator of which
shall equal the Stated Principal Balance of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (in the case of an A Loan in
a Mortgage Loan Combination, to the extent allocated to such A Loan herein), and
the denominator of which shall equal the Stated Principal Balance of such Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, immediately prior
to such Distribution Date.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. Also, notwithstanding anything herein
to the contrary, no P&I Advance shall be required to be made hereunder in
respect of any B Loan or Companion Loan or any successor REO B Loan or REO
Companion Loan. No Master Servicer shall make any Advance in respect of any
Penalty Charges, Yield Maintenance Charge or Excess Interest.

            (d) Subject to the last two sentences of this Section 4.03(d), each
Master Servicer and the Trustee shall be entitled to receive interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of each
P&I Advance made thereby (with its own funds), for so long as such P&I Advance
is outstanding (or, if such P&I Advance was made prior to the end of any grace
period applicable to the subject delinquent Monthly Payment, for so long as such
P&I Advance is outstanding following the end of such grace period). Such
interest with respect to any P&I Advance shall be payable: (i) first, out of any
Penalty Charges subsequently collected on the particular Trust Mortgage Loan or
REO Trust Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Penalty Charges are insufficient to cover such Advance Interest, out of general
collections on the Trust Mortgage Loans and REO Properties on deposit in the
Collection Account; provided that interest earned on any P&I Advances made with
respect to the A Loan of a Mortgage Loan Combination or any successor REO Trust
Mortgage Loan in respect thereof shall be payable out of the related Mortgage
Loan Combination Custodial Account, to the maximum extent permitted by the
related Intercreditor Agreement, before being paid out of general collections on
the Mortgage Pool on deposit in the Collection Account. The Master Servicer
shall reimburse itself or the Trustee, as applicable, for any outstanding P&I
Advance made thereby with respect to any Trust Mortgage Loan or REO Trust
Mortgage Loan in its Servicing Group, as soon as practicable after funds
available for such purpose are deposited in the Collection Account.
Notwithstanding the foregoing, upon a determination that a P&I Advance
previously made with respect to the Mortgage Pool is a Nonrecoverable P&I
Advance, the applicable Master Servicer may reimburse itself or the Trustee, as
applicable, immediately from general collections in such Master Servicer's
Collection Account, and solely to the extent collections are not sufficient,
from general collections in the other Master Servicer's Collection Account),
such reimbursement to be made first from the Loan Group as to which the
Nonrecoverable P&I Advance relates and then out of the other Loan Group.
Notwithstanding the foregoing, instead of obtaining reimbursement out of general
collections on the Mortgage Pool immediately (as contemplated by Section
3.05(a)(vi)), the Master Servicer or the Trustee, as applicable, may, in its
sole discretion, after reimbursement of such amounts up to the principal
portions of general collections, elect to obtain reimbursement for such
Nonrecoverable P&I Advance over a period of time (not to exceed 12 months) and
the unreimbursed portion of such P&I Advance will accrue interest at the
Reimbursement Rate in effect from time to time. At any time after such a
determination to obtain reimbursement over time in accordance with the preceding
sentence, the applicable Master Servicer or the Trustee, as applicable, may, in
its sole discretion, decide to obtain reimbursement immediately. The applicable
Master Servicer's or the Trustee's, as applicable, agreement to defer
reimbursement of any Nonrecoverable P&I Advance as set forth above is an
accommodation to the Certificateholders and shall not be construed as an
obligation on the part of the applicable Master Servicer or the Trustee, as
applicable, or a right of the Certificateholders. Nothing herein shall be deemed
to create in the Certificateholders a right to prior payment of distributions
over a Master Servicer's or the Trustee's, as applicable, right to reimbursement
for P&I Advances (deferred or otherwise) as provided in this Agreement. The fact
that a decision to recover such Nonrecoverable P&I Advance over time, or not to
do so, benefits some Classes of Certificateholders to the detriment of other
Classes shall not constitute a violation of the Servicing Standard by the
applicable Master Servicer or a breach of any fiduciary duty owed to the
Certificateholders by the Trustee, or a breach of any other contractual
obligation owed to the Certificateholders by any party to this Agreement. In no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection was received by or on
behalf of the Trust as of the related Master Servicer Remittance Date. In
addition, a 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 such Master Servicer in suspense.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01, the
Trustee shall determine the amount, if any, by which (i) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates, exceeds (ii) the aggregate Stated Principal Balance (for purposes
of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Trust Mortgage
Loans that were used to reimburse any Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vi), other
than Total Principal Distribution Amounts used to reimburse Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts with respect to Trust Mortgage
Loans for which a Final Recovery Determination has been made) of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the respective Class Principal Balances of the
Principal Balance Certificates will be reduced sequentially, in the following
order, until such excess is reduced to zero: first, the Class Principal Balance
of the Class S Certificates, until such Class Principal Balance is reduced to
zero, second, the Class Principal Balance of the Class Q Certificates, until
such Class Principal Balance is reduced to zero, third, the Class Principal
Balance of the Class P Certificates, until such Class Principal Balance is
reduced to zero; fourth, the Class Principal Balance of the Class O
Certificates, until such Class Principal Balance is reduced to zero; fifth, the
Class Principal Balance of the Class N Certificates, until such Class Principal
Balance is reduced to zero; sixth, the Class Principal Balance of the Class M
Certificates, until such Class Principal Balance is reduced to zero; seventh,
the Class Principal Balance of the Class L Certificates, until such Class
Principal Balance is reduced to zero; eighth, the Class Principal Balance of the
Class K Certificates, until such Class Principal Balance is reduced to zero;
ninth, the Class Principal Balance of the Class J Certificates, until such Class
Principal Balance is reduced to zero; tenth, the Class Principal Balance of the
Class H Certificates, until such Class Principal Balance is reduced to zero;
eleventh, the Class Principal Balance of the Class G Certificates, until such
Class Principal Balance is reduced to zero; twelfth, the Class Principal Balance
of the Class F Certificates, until such Class Principal Balance is reduced to
zero; thirteenth, the Class Principal Balance of the Class E Certificates, until
such Class Principal Balance is reduced to zero; fourteenth, the Class Principal
Balance of the Class D Certificates, until such Class Principal Balance is
reduced to zero; fifteenth, the Class Principal Balance of the Class C
Certificates, until such Class Principal Balance is reduced to zero; sixteenth,
the Class Principal Balance of the Class B Certificates, until such Class
Principal Balance is reduced to zero; seventeenth, the Class Principal Balance
of the Class A-J Certificates, until such Class Principal Balance is reduced to
zero; eighteenth, the Class Principal Balance of the Class A-M Certificates,
until such Class Principal Balance is reduced to zero and nineteenth, the
respective Class Principal Balances of the Class A-1 Certificates, the Class A-2
Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4
Certificates and the Class A-1-A Certificates (on a pro rata basis in accordance
with the relative sizes of such Class Principal Balances, until such Class
Principal Balances are reduced to zero. All such reductions in the Class
Principal Balances of the respective Classes of the Principal Balance
Certificates shall constitute allocations of Realized Losses and Additional
Trust Fund Expenses. Any Realized Loss allocated to a Class of Certificates will
be allocated among respective Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

            (b) [Reserved]

            (c) With respect to any Distribution Date, any Realized Loss
allocated to a Class of Certificates pursuant to Section 4.04(b) with respect to
such Distribution Date shall reduce the REMIC I Principal Amount of the
Corresponding Uncertificated REMIC I Interests as a write-off in the same order
in which principal is distributed thereto pursuant to the first and second
paragraphs of Section 4.01(b).

            Section 4.05 Calculations

            Provided that the Trustee receives the necessary information from
the Master Servicers and/or the Special Servicer, the Trustee shall be
responsible for performing all calculations necessary in connection with the
actual and deemed distributions to be made pursuant to Section 4.01, the
preparation of the Trustee Reports pursuant to Section 4.02(a) and the actual
and deemed allocations of Realized Losses and Additional Trust Fund Expenses to
be made pursuant to Section 4.04. The Trustee shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amounts
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Trustee shall have no obligation to
recompute, recalculate or otherwise verify any information provided to it by the
Master Servicers. The calculations by the Trustee contemplated by this Section
4.05 shall, in the absence of manifest error, be presumptively deemed correct
for all purposes hereunder.

            Section 4.06 Grantor Trust Reporting

            The parties intend that Grantor Trust V and Grantor Trust LR
Interest shall be treated as a Grantor Trust, and the provisions thereof shall
be interpreted consistently with this intention. In furtherance of such
intention, the Trustee shall furnish or cause to be furnished to the Class V and
Class LR Certificateholders and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 (or, in the event either
Grantor Trust is a WHFIT, information will be provided on Form 1099) or such
other form as may be applicable for Grantor Trust V and Grantor Trust LR and
shall furnish or cause to be furnished to the Holders of the Class V and Class
LR Certificates their allocable share of income with respect to Excess Interest
or amounts distributable in respect of the Loan REMIC Residual Interests,
respectively as such amounts accrue. Notwithstanding the foregoing, unless
otherwise notified by the beneficial owner of a Class V Certificate or Class LR
Certificate that such Certificate is registered in the name of a nominee or
other middleman on behalf of such beneficial owner, the Trustee shall not treat
either Grantor Trust V or Grantor Trust LR as a WHFIT.

            Section 4.07 Compliance with Withholding Requirements

            Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements with respect to payments
to Certificateholders of interest or original issue discount that the Paying
Agent reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. The Paying
Agent agrees that it will not withhold with respect to payments of interest or
original issue discount in the case of a Certificateholder that is (A) a United
States Tax Person that has furnished or caused to be furnished a Form W-9 or an
acceptable substitute form or a successor form (or is exempt from furnishing
such a form), or (B) a Non-United States Tax Person that has furnished or caused
to be furnished (i) an effective Form W-8BEN or W-8IMY (with appropriate
attachments) or an acceptable substitute form or a successor form and who is not
a "10-percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a
"controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to the Trust Fund or the Depositor, or (ii) an effective Form W-8ECI or
an acceptable substitute form or a successor form. In the event the Trustee or
its agent withholds any amount from interest or original issue discount payments
or advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates

            (a) The Certificates shall consist of 31 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X," "A-SP," "A-1,"
"A-2," "A-3," "A-AB," "A-4," "A-1-A," "A-M," "A-J," "B," "C," "D," "E," "F,"
"G," "H," "J," "K," "L," "M," "N," "O," "P," "Q," "S," "R," "LR" and "V,"
respectively. Any reference in any other section or subsection of this Agreement
to any Certificate or Certificates preceded by a Class designation shall be to a
Certificate or Certificates of the Class so designated in this Section 5.01(a).

            (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-5; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates
initially shall (and, at the option of the Depositor, following the Closing
Date, all or a portion of any other Class of Certificates may) be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Balances (or, in the case of the Interest Only Certificates, initial
Certificate Notional Amounts) as of the Closing Date of not less than $10,000
and any whole dollar denomination in excess thereof. The Class R, Class LR and
Class V Certificates will be issuable only in denominations representing
Percentage Interests in the related Class of not less than 10.0%.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the 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 and Marquette,
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 Servicer shall each have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

            If three or more Certificateholders make a written request to the
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, the applicable Master Servicer, the 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 Class A-X, Class L, Class M,
Class N, Class O, Class P, Class Q or Class S, as applicable, Certificates 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 Class A-X, Class L, Class M, Class N,
Class O, Class P, Class Q or Class S, as applicable, Certificates, and increase
the denomination of the Regulation S Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

            Notwithstanding the preceding paragraph, any interest in any
Regulation S Global Certificate may be transferred (without delivery of any
certificate described in the first sentence of the preceding paragraph) to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for the same Class as such Regulation S Global Certificate
upon delivery to the Certificate Registrar and the 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 Class A-X, Class L, Class M, Class N, Class O, Class P, Class Q
or Class S 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 Class A-X, Class L, Class M, Class N, Class O, Class P, Class Q
or Class S, as applicable, Certificates, and increase the denomination of the
Rule 144A Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
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,
Credit Suisse, the Trustee, the Master Servicers, the Special Servicer and the
Certificate Registrar against any liability that may result if such transfer,
sale, pledge or other disposition is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

            (c) No transfer of any Certificate or interest therein shall be made
to a Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or Similar Law or would
result in the imposition of an excise tax under Section 4975 of the Code or
Similar Law.

            Each Transferee of any Registered Certificate or interest therein
shall be required to represent and warrant and each Transferee of an interest in
any Non-Registered Certificate shall be deemed to have represented and warranted
that (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) except in the case of a
Class R, Class LR or Class V Certificate, the purchase and continued holding of
such Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA, Section 4975 of the
Code and Similar Law by reason of Sections I and III of Prohibited Transaction
Class Exemption 95-60 or comparable exemption under Similar Law; or (iii) in the
case of a Certificate (other than a Class R, Class LR or Class V Certificate)
that is rated investment grade by at least one of the Rating Agencies and is
being acquired by or on behalf of a Plan in reliance on PTE 89-90 (or comparable
exemption under Similar Law), such Plan (X) is an accredited investor as defined
in Rule 501(a)(1) of Regulation D of the Securities Act and (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, either Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Trust Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all Trust Mortgage Loans determined as of the Closing Date, or by
any Affiliate of such Person; or (iv) except in the case of a Class R, Class LR
or Class V Certificate, a certification which establishes to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Sections 406 or 407 of ERISA, Section 4975 of the Code or Similar Law or result
in the imposition of an excise tax under Section 4975 of the Code or Similar
Law. It is hereby acknowledged that the form of certification attached hereto as
Exhibit G-1 is acceptable for purposes of the preceding sentence.

            (d) (i) Each Person who has or acquires any Ownership Interest in a
Class R or Class LR Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the 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 or Class LR Certificate are expressly subject to the following
provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class R or Class LR Certificate shall be a Permitted Transferee
            and shall promptly notify the 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 or Class LR Certificate, the Certificate
            Registrar shall require delivery to it, and shall not register the
            Transfer of any Class R or Class LR Certificate until its receipt,
            of an affidavit and agreement substantially in the form attached
            hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from
            the proposed Transferee, representing and warranting, among other
            things, that such Transferee is a Permitted Transferee, that it is
            not acquiring its Ownership Interest in the Class R or Class LR
            Certificate that is the subject of the proposed Transfer as a
            nominee, trustee or agent for any Person that is not a Permitted
            Transferee, that for so long as it retains its Ownership Interest in
            a Class R or Class LR Certificate it will endeavor to remain a
            Permitted Transferee, and that it has reviewed the provisions of
            this Section 5.02(d) and agrees to be bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the 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 or Class LR Certificate to such proposed Transferee shall be
            effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate shall agree (1) to require a Transfer
            Affidavit and Agreement in the form attached hereto as Exhibit H-1
            from any prospective Transferee to whom such Person attempts to
            transfer its Ownership Interest in such Class R or Class LR
            Certificate and (2) not to transfer its Ownership Interest in such
            Class R or Class LR Certificate unless it provides to the
            Certificate Registrar and the 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 or Class LR 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 or Class LR Certificate
            if it is, or is holding an Ownership Interest in a Class R or Class
            LR Certificate on behalf of, a "pass-through interest holder."

            (ii) If any purported Transferee shall become a Holder of a Class R
      or Class LR Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R or Class LR
      Certificate that was in compliance with the provisions of this Section
      5.02(d) shall be restored, to the extent permitted by law, to all rights
      as Holder thereof retroactive to the date of registration of such Transfer
      of such Class R or Class LR Certificate. None of the Depositor, the
      Trustee or the Certificate Registrar shall be under any liability to any
      Person for any registration of Transfer of a Class R or Class LR
      Certificate that is in fact not permitted by this Section 5.02(d) or for
      making any payments due on such Certificate to the Holder thereof or for
      taking any other action with respect to such Holder under the provisions
      of this Agreement.

            If any purported Transferee shall become a Holder of a Class R or
Class LR Certificate in violation of the restrictions in this Section 5.02(d),
then, to the extent that retroactive restoration of the rights of the preceding
Holder of such Class R or Class LR Certificate as described in the preceding
paragraph of this clause (d)(ii) shall be invalid, illegal or unenforceable, the
Trustee shall have the right, but not the obligation, to cause the transfer of
such Class R or Class LR Certificate to a Permitted Transferee selected by the
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 or Class LR
Certificate or any other Person as a result of its exercise of such discretion.
Such purported Transferee shall promptly endorse and deliver such Class R or
Class LR Certificate in accordance with the instructions of the 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 or Class LR
      Certificate to any Person who is a Disqualified Organization, including
      the information described in Treasury Regulations Sections 1.860D-1(b)(5)
      and 1.860E-2(a)(5) with respect to the "excess inclusions" for a Class R
      or Class LR Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership,
      trust, estate or organization described in Section 1381 of the Code that
      holds an Ownership Interest in a Class R or Class LR Certificate having as
      among its record holders at any time any Person which is a Disqualified
      Organization, and each of the other parties hereto shall furnish to the
      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 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, 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 any REMIC Pool to cease to
            qualify as a REMIC or be subject to an entity-level tax caused by
            the Transfer of any Class R or Class LR Certificate to a Person
            which is not a Permitted Transferee or (2) cause a Person other than
            the prospective Transferee to be subject to a REMIC-related tax
            caused by the Transfer of a Class R or Class LR Certificate to a
            Person that is not a Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the 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 or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (k) The Certificate Registrar or the Trustee shall provide to each
of the other parties hereto, upon reasonable written request and at the expense
of the requesting party, an updated copy of the Certificate Register.

            Section 5.03 Book-Entry Certificates

            (a) The Regular Certificates shall, in the case of each Class
thereof, initially be issued (and, at the option of the Depositor, subsequent to
the Closing Date, all or any portion of any other Class of Certificates may be
issued) as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.02(b) or Section 5.03(c),
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and, subject to Section 5.02,
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository; and, except as provided in
Section 5.02(b) or Section 5.03(c) below, such Certificate Owners shall not be
entitled to fully registered, physical Certificates ("Definitive Certificates")
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or indirect participating brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
indirect participating brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures.

            (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicers, the Special Servicer, the Trustee and the
Certificate Registrar may for all purposes, including the making of payments due
on the Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, the Master Servicers, the 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 reasonable expenses (including the reasonable fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicers, the Special Servicer, 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, either Master Servicer, the
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
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. 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.

            Section 5.07 Appointment of Paying Agent

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.01. The Trustee shall
cause such Paying Agent, if other than the Trustee or the Servicer, to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee that such Paying Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the Certificateholders or
disposed of as otherwise provided herein. The initial Paying Agent shall be the
Trustee. Except for the Trustee, as the initial Paying Agent, the Paying Agent
shall at all times be an entity having a long-term unsecured debt rating of at
least "A+" by S&P and Fitch.

            Notwithstanding the foregoing in this Section 5.07, the appointment
of the Paying Agent shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of the Paying Agent.

                                   ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicers and
the Special Servicer

            The Depositor, each Master Servicer and the Special Servicer shall
be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, such
Master Servicer and the Special Servicer, as applicable, herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer

            (a) Subject to subsection (b) below, the Depositor, each Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Mortgage Loans and to perform its respective duties under
this Agreement.

            (b) The Depositor, either Master Servicer and the Special Servicer
each may be merged or consolidated with or into any Person (other than the
Trustee), or transfer all or substantially all of its assets to any Person
(other than the Trustee), in which case any Person resulting from any merger or
consolidation to which the Depositor, either Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, either Master Servicer or the Special Servicer, shall be the
successor of the Depositor, such Master Servicer or the Special Servicer, as the
case may be, hereunder, without the execution or filing of any paper (other than
an assumption agreement wherein the successor shall agree to perform the
obligations of and serve as the Depositor, such Master Servicer or the Special
Servicer, as the case may be, in accordance with the terms of this Agreement) or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that such merger, consolidation or
succession will not or has not resulted in a withdrawal, downgrading or
qualification of the then-current ratings of the Classes of Certificates that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Master Servicers, the Special Servicer and Others

            (a) None of the Depositor, the Trustee, the Master Servicers, the
Special Servicer, the 60 Wall Street Master Servicer, the 60 Wall Street 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 Junior Loan Holders, the Companion Loan Holder or any
other Person for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Trustee, either Master Servicer or the Special Servicer against any breach of
warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of negligent disregard of obligations and
duties hereunder. The Depositor, the Master Servicers, the Special Servicer, the
Trustee, the 60 Wall Street Master Servicer, the 60 Wall Street Special Servicer
and any Affiliate, director, partner, member, manager, shareholder, officer,
employee or agent of the Depositor, the Trustee, the 60 Wall Street Master
Servicer, the 60 Wall Street Special Servicer, the Master Servicers or the
Special Servicer may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder.

            The Depositor, the Master Servicers, the Special Servicer, the
Trustee, the 60 Wall Street Master Servicer, the 60 Wall Street Special Servicer
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) or Companion Loan
Holders out of the Collection Account or the Distribution Account, as applicable
in accordance with Section 3.05 (or, insofar as a Mortgage Loan Combination is
involved, and to the extent permitted by the related Intercreditor Agreement,
out of amounts attributable to such Mortgage Loan Combination on deposit in the
related Mortgage Loan Combination Custodial Account as provided in Section
3.04), against any loss, liability or expense (including legal fees and
expenses) incurred in connection with any legal action or claim relating to this
Agreement, the Trust Mortgage Loans, the 60 Wall Street Total Loan, any Junior
Loan or the Certificates (including the distribution or posting of reports or
other information as contemplated herein), other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms
hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in
connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties or (iv) in the case of the Depositor and
any of its directors, officers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Trustee, either Master Servicer or
the Special Servicer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action, proceeding, hearing or examination
that is not incidental to its respective duties under this Agreement and which
in its opinion may involve it in any expense or liability which it is not
reasonably assured of reimbursement thereof by the Trust; provided, however,
that the Depositor, either Master Servicer, the 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, the Master Servicers, the Special Servicer and the Trustee shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage
Loans on deposit in the Collection Account as provided by Section 3.05(a) (or,
insofar as a Mortgage Loan Combination is involved, and to the extent permitted
by the related Intercreditor Agreement, as applicable, out of amounts
attributable to such Mortgage Loan Combination on deposit in the related
Mortgage Loan Combination Custodial Account as provided in Section 3.04).

            (c) Each of the Master Servicers and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of such Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by such Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicers and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article XI, (iii) the defeasance of any Defeasance Mortgage Loan
or (iv) any matter involving legal proceedings with a Borrower.

            The Trustee shall immediately notify the applicable Master Servicer
or the Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust Fund 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 the applicable Master
Servicer or Special Servicer, as the case may be, shall not affect any rights
that the Trust Fund or the Trustee, as the case may be, may have to
indemnification under this Agreement or otherwise, unless the applicable Master
Servicer's or Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
indemnifying party.

            The Depositor shall immediately notify the applicable Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the
Depositor to indemnification hereunder, whereupon the applicable Master Servicer
or the Special Servicer, as the case may be, shall assume the defense of such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the
applicable Master Servicer or the Special Servicer, as the case may be, shall
not affect any rights that the Depositor may have to indemnification under this
Agreement or otherwise, unless the applicable Master Servicer's or Special
Servicer's, as the case may be, defense of such claim is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the indemnifying party.

            The Depositor agrees to indemnify the Master Servicers, the Special
Servicer and the Trustee and any Affiliate, director, officer, member, manager,
partner, shareholder, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any breach of representations and warranties or
failure in the performance of the Depositor's obligations and duties under this
Agreement. Each Master Servicer, the Special Servicer or the Trustee, as
applicable, shall promptly notify the Depositor if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling it to
indemnification hereunder, whereupon the Depositor shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the
Depositor's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the indemnifying party hereunder.

            The Trustee agrees to indemnify the Master Servicers, the Special
Servicer and the Depositor and any Affiliate, director, officer, shareholder,
partner, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any breach of representations and warranties made
by 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, each Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling
it to indemnification hereunder, whereupon the Trustee, 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 Resignation of the Master Servicers or the Special
Servicer

            (a) Subject to the provisions of Section 6.02, none of the Master
Servicers nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) a
determination that such party's duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of such Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by such Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement) or (b) upon the appointment of,
and the acceptance of such appointment by, a successor Master Servicer or the
Special Servicer, as applicable, and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not cause such Rating Agency to downgrade, withdraw or qualify
any of then-current ratings assigned by such Rating Agency to any Class of
Certificates. Any such determination permitting the resignation of a Master
Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced
by an Opinion of Counsel (the cost of which, together with any other expenses of
such resignation, shall be at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by a Master Servicer or the
Special Servicer shall become effective until the Trustee or another successor
thereto shall have assumed such resigning Master Servicer's or the Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02; provided that, if no successor master servicer or special
servicer, as applicable, shall have been so appointed and have accepted
appointment within 90 days after a Master Servicer or the Special Servicer, as
the case may be, has given notice of such resignation, the resigning Master
Servicer or Special Servicer, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor thereto.

            (b) In addition, the applicable Master Servicer and the Special
Servicer shall have the right to resign at any other time, provided that (i) a
willing successor thereto (including any such successor proposed by the
resigning party) has been found and approved by the Depositor and the Trustee
(which approval shall not be unreasonably withheld), (ii) each of the Rating
Agencies confirms to the Trustee in writing that the successor's appointment
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates, (iii) the resigning party pays all costs and expenses in
connection with such transfer, and (iv) the successor accepts appointment prior
to the effectiveness of such resignation.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicers and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicers and the Special Servicer hereunder or exercise the
rights of the Master Servicers or Special Servicer, as applicable, hereunder;
provided, however, that the Master Servicers and the Special Servicer shall not
be relieved of any of their respective obligations hereunder by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicers or the Special Servicer and is not obligated to supervise the
performance of the Master Servicers or the Special Servicer under this Agreement
or otherwise.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Master Servicers 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 or the Special Servicer to
      deposit, or to remit to the appropriate party for deposit, into the
      Collection Account or the REO Account, as appropriate, any amount required
      to be so deposited or remitted, which failure continues unremedied for
      three Business Days following the date on which the deposit or remittance
      was required to be made;

            (ii) any failure by a Master Servicer to remit to the Trustee for
      deposit in the Distribution Account or to any B Loan Holder or Companion
      Loan Holder any amount required to be so remitted, which failure continues
      unremedied beyond 11:00 a.m. on the Business Day immediately following the
      date on which the remittance was required to be made; provided, however,
      that if such Master Servicer fails to timely make any such remittance
      required to be made to the Trustee on a Master Servicer Remittance Date,
      such Master Servicer shall pay to the Trustee (for the account of the
      Trustee) interest on any amount not timely remitted at the Prime Rate from
      and including such Master Servicer Remittance Date to but excluding the
      date such remittance is actually made;

            (iii) any failure by a Master Servicer to timely make any Servicing
      Advance required to be made by it under this Agreement, which failure
      continues unremedied for fifteen Business Days (or such shorter period as
      is necessary to avoid the lapse of any required insurance policy or
      foreclosure of any tax lien on the related Mortgaged Property) following
      the date on which written notice of such failure, requiring the same to be
      remedied, has been given to such Master Servicer by any party to this
      Agreement;

            (iv) any failure by a Master Servicer or the Special Servicer to
      observe or perform in any material respect any of its other covenants or
      agreements under this Agreement which failure continues unremedied for 30
      days after written notice of such failure, requiring the same to be
      remedied, has been given to such Master Servicers or the Special Servicer,
      as the case may be, by any other party to this Agreement, by the Series
      2007-C5 Directing Certificateholder or by Certificateholders entitled to
      not less than 25% of the Voting Rights; provided, however, that, with
      respect to any such failure that is not curable within such 30-day period,
      such Master Servicers or the Special Servicer, as appropriate, will have
      an additional cure period of 30 days to effect such cure so long as such
      Master Servicers or the Special Servicer, as appropriate, has commenced to
      cure such failure within the initial 30-day period and has diligently
      pursued, and is continuing to pursue, a full cure;

            (v) it is determined that there is a breach by a Master Servicer or
      the Special Servicer of any of its representations or warranties contained
      in this Agreement that materially and adversely affects the interests of
      any Class of Certificateholders, which breach continues unremedied for 30
      days after written notice of such failure, requiring the same to be
      remedied, has been given to such Master Servicers or the Special Servicer,
      as the case may be, by any other party to this Agreement, by the Series
      2007-C5 Directing Certificateholder or by Certificateholders entitled to
      not less than 25% of the Voting Rights; provided, however, that, with
      respect to any such breach that is not curable within such 30-day period
      such Master Servicers or the Special Servicer, as appropriate, will have
      an additional cure period of 30 days to effect such cure so long as such
      Master Servicers or the Special Servicer, as appropriate, has commenced to
      cure such breach within the initial 30-day period and has diligently
      pursued, and is continuing to pursue, a full cure;

            (vi) a decree or order of a court having jurisdiction in an
      involuntary case for the appointment of a receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings is entered
      against a Master Servicer or the Special Servicer and such decree or order
      remains in force for a period of 60 days; provided, however, that, with
      respect to any such decree or order that cannot be discharged, dismissed
      or stayed within such 60-day period such Master Servicers or the Special
      Servicer, as appropriate, will have an additional period of 30 days to
      effect such discharge, dismissal or stay so long as the applicable Master
      Servicer or the Special Servicer, as appropriate, has commenced
      proceedings to have such decree or order dismissed, discharged or stayed
      within the initial 60-day period and has diligently pursued, and is
      continuing to pursue, such discharge, dismissal or stay;

            (vii) a Master Servicer or the Special Servicer consents to the
      appointment of a receiver, liquidator, trustee or similar official
      relating to it or of or relating to all or substantially all of its
      property;

            (viii) a Master Servicer or the Special Servicer admits in writing
      its inability to pay its debts or takes other actions indicating its
      insolvency or inability to pay its obligations;

            (ix) Fitch has (a) qualified, downgraded or withdrawn any rating
      then assigned by it to any Class of Certificates, or (b) placed any Class
      of 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 placement), and, in either
      case, cited servicing concerns with such master servicer or the special
      servicer as the sole or a material factor in such rating action;

            (x) a Master Servicer is removed from S&P's Select Servicer List as
      a U.S. Commercial Mortgage Master Servicer, or the Special Servicer is
      removed from S&P's Select Servicer List as a U.S. Commercial Mortgage
      Special Servicer, and such Master Servicer or the Special Servicer, as the
      case may be, is not reinstated to such status on such list within 60 days
      after its removal therefrom; or

            (xi) subject to Section 12.16(c), a Master Servicer or Special
      Servicer shall fail to deliver any Exchange Act reporting items required
      to be delivered by such servicer under Article XII (other than items to be
      delivered by a Loan Seller Sub-Servicer) by the time required under
      Article XII after any applicable grace periods (and with respect to any
      primary servicer, sub-servicer or Servicing Function Participant (such
      entity, the "Sub-Servicing Entity") retained by such Master Servicer or
      Special Servicer, as applicable (but excluding any Loan Seller
      Sub-Servicer), such Master Servicer or Special Servicer, as applicable,
      will be in default if such Sub-Servicing Entity defaults (beyond the
      applicable grace period) in accordance with the provision of this clause
      (xi)).

            If any Event of Default shall have occurred with respect to a Master
Servicer or the 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 to the extent the Trustee has actual
knowledge of that holder's identity. An Event of Default with respect to one
Master Servicer shall not constitute an Event of Default with respect to the
other Master Servicer.

            (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 shall at the written direction of the Depositor with respect to
clause (xi) above) and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, shall terminate, by notice in
writing to the Defaulting Party (a "Termination Notice"), with a copy of such
notice to the Depositor and the Certificate Registrar and, with respect to any
Mortgage Loan Combination, each related Junior Loan Holder, all of the rights
and obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (other than any rights the Defaulting
Party may have as a Holder of any Certificate or as a B Loan Holder or Companion
Loan Holder); provided, however, that the Defaulting Party shall be entitled to
the payment of accrued and unpaid compensation and reimbursement through the
date of such termination, as well as amounts due to it thereafter, if any,
including with respect to the Excess Servicing Strip and Assignable Primary
Servicing Fees, as provided for under this Agreement for services rendered and
expenses incurred; provided, further, that nothing contained in this Section
7.01(b) shall terminate any rights purchased or otherwise owned or held by such
Master Servicer to primary service any of the Mortgage Loans as a Sub-Servicer
to the Trustee or any other replacement or successor Master Servicer so long as
(i) the Event of Default set forth in Section 7.01(a)(ix) or (x) is the cause of
such Master Servicer's termination and (ii) such Master Servicer is on S&P's
Select Servicer List as a U.S. Commercial Mortgage Servicer (in which case, the
Trustee or replacement or successor Master Servicer shall retain the terminated
Master Servicer as a Sub-Servicer of all of the Mortgage Loans that are not
otherwise subject to an existing Sub-Servicing Agreement pursuant to a mutually
acceptable Sub-Servicing Agreement effective as of the date of such Master
Servicer's termination); provided, further, that nothing contained in the
preceding proviso shall prohibit the Trustee or any other replacement or
successor Master Servicer, in its discretion, from entering into a Sub-Servicing
Agreement with the terminated Master Servicer if an Event of Default set forth
in Sections 7.01(a)(i)-(viii) is the cause of such Master Servicer's
termination.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans (other than as a B Loan Holder or Companion
Loan Holder) or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise.

            Each Master Servicer and the Special Servicer agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume such Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting
the termination of such Master Servicer's or the Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation,
the transfer within five Business Days to the Trustee for administration by it
of all cash amounts which shall at the time be or should have been credited by
such Master Servicer to the applicable Collection Account or any Mortgage Loan
Combination Custodial Account, Servicing Account, Cash Collateral Account or
Lock-Box Account (if it is the Defaulting Party) or by the Special Servicer to
the applicable REO Account (if it is the Defaulting Party) or may thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances (in the case of a Master
Servicer) or otherwise, as well as amounts due to it thereafter, if any, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination; provided,
further, that nothing contained in this Section 7.01(b) shall terminate any
rights purchased or otherwise owned or held by such Master Servicer to primary
service any of the Mortgage Loans as a Sub-Servicer to the Trustee or any other
replacement or successor Master Servicer so long as (i) the Event of Default set
forth in Section 7.01(a)(ix) or (x) is the cause of such Master Servicer's
termination and (ii) such Master Servicer is on S&P's Select Servicer List as a
U.S. Commercial Mortgage Servicer (in which case, the Trustee or replacement or
successor Master Servicer shall retain the terminated Master Servicer as a
Sub-Servicer of all of the Mortgage Loans that are not otherwise subject to an
existing Sub-Servicing Agreement pursuant to a mutually acceptable Sub-Servicing
Agreement effective as of the date of such Master Servicer's termination);
provided, further, that nothing contained in the preceding proviso shall
prohibit the Trustee or any other replacement or successor Master Servicer, in
its discretion, from entering into a Sub-Servicing Agreement with the terminated
Master Servicer if an Event of Default set forth in Sections 7.01(a)(i)-(viii)
is the cause of such Master Servicer's termination.

            (c) If a Master Servicer receives notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(ix) or
Section 7.01(a)(x) and if such Master Servicer to be terminated pursuant to
Section 7.01(b) provides the Trustee with the appropriate "request for proposal"
materials within five (5) Business Days following such termination notice, then
such Master Servicer shall continue to service as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section
7.01(c). Upon receipt of the "request for proposal" materials from such Master
Servicer, the Trustee shall promptly thereafter (using such "request for
proposal" materials) solicit good faith bids for the rights to service the
Mortgage Loans under this Agreement from at least three (3) Persons qualified to
act as a Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many persons as the Trustee
can determine are Qualified Bidders; provided that, at the Trustee's request,
such Master Servicer shall supply the Trustee with the names of Persons from
whom to solicit such bids. The bid proposal shall require any Successful Bidder
(as defined below), as a condition of such bid, to enter into this Agreement as
successor Master Servicer, and to agree to be bound by the terms hereof
(including but not limited to Section 3.11) within 45 days after the notice of
termination of such Master Servicer. The Trustee shall select the Qualified
Bidder with the highest cash bid to act as a successor Master Servicer
hereunder; provided, however, that if the Trustee does not receive confirmation
in writing by each Rating Agency that the appointment of such Successful Bidder
as a successor Master Servicer will not result in the withdrawal, downgrade, or
qualification of the rating assigned by the Rating Agency to any Class of
Certificates within 10 days after the selection of such Successful Bidder, then
the Trustee shall repeat the bid process described above (but subject to the
above described 45 day time period) until such confirmation is obtained. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof no later than 45 days
after notice of the termination of the Master Servicer.

            Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.11) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted to the applicable Master
Servicer to be terminated pursuant to Section 7.01(b), the amount of such cash
bid received from the Successful Bidder (net of "out of pocket" expenses
incurred in connection with obtaining such bid and transferring servicing).

            The applicable Master Servicer to be terminated pursuant to Section
7.01(b) shall be responsible for all out of pocket expenses incurred in
connection with the attempt to sell its rights to service the Mortgage Loans,
which expenses are not reimbursed to the party that incurred such expenses
pursuant to the preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as a
successor Master Servicer within the above described time period or no
Successful Bidder was identified within the above described time period, the
Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable "out of pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d) The Series 2007-C5 Directing Certificateholder shall be entitled
to terminate the rights and obligations of the Special Servicer under this
Agreement, with or without cause, upon 10 Business Days prior written notice to
the Master Servicers, the Special Servicer and the Trustee, and to appoint a
successor Special Servicer; provided, however, that (i) such successor shall
meet the requirements set forth in Section 7.02, (ii) as evidenced in writing by
each of the Rating Agencies, the proposed replacement of the Special Servicer
shall not, in and of itself, result in a downgrading, withdrawal or
qualification of the then-current ratings provided by the Rating Agencies with
respect to any Class of then outstanding Certificates that is rated, and (iii)
the Trustee shall have received (A) an Acknowledgment of Proposed Special
Servicer in the form attached hereto as Exhibit T, executed by the Person
designated to be the successor to such terminated Special Servicer, and (B) an
Opinion of Counsel (which shall not be an expense of the Trustee or the Trust)
substantially to the effect that (1) the removal of such terminated Special
Servicer and/or the appointment of the Person designated to serve as successor
thereto is in compliance with this Section 7.01(c), (2) such designated Person
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (3) the Acknowledgment of Proposed Special
Servicer (in the form attached hereto as Exhibit T) 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(d)
shall be deemed to have been so terminated simultaneously with the designated
successor's becoming such Special Servicer hereunder; provided that (i) the
terminated Special Servicer shall be entitled to receive, in connection with its
termination, payment out of the Collection Account and, if and to the extent
applicable, the Mortgage Loan Combination Custodial Accounts of all of its
accrued and unpaid Special Servicing Fees, as and to the extent provided in
Sections 3.05(a) and 3.04(e), and reimbursement from the successor to such
terminated Special Servicer of all outstanding Servicing Advances made by such
terminated Special Servicer and all unpaid Advance Interest accrued on such
outstanding Servicing Advances (in which case the successor to such terminated
Special Servicer shall be deemed to have made such Servicing Advances at the
same time that such terminated Special Servicer had actually made them), (ii)
such terminated Special Servicer shall thereafter be entitled to Workout Fees,
as and to the extent expressly permitted by Section 3.11(b), and (iii) such
terminated Special Servicer shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination; and provided, further, that
such terminated Special Servicer shall continue to be obligated to pay (and
entitled to receive) all other amounts accrued to (or owing by) it under this
Agreement on or prior to the effective date of such termination. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement to such
terminated Special Servicer in effecting the transfer of such terminated Special
Servicer's responsibilities and rights hereunder to its successor, including the
transfer within two Business Days of its termination becoming effective pursuant
to this Section 7.01(d), to the replacement to such terminated Special Servicer
for administration by it of all cash amounts that at the time are or should have
been credited by such terminated Special Servicer to the REO Account or to any
Servicing Account or should have been delivered to the Master Servicer or that
are thereafter received by or on behalf of such terminated Special Servicer with
respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable
to the Special Servicer with respect to any termination pursuant to this Section
7.01(d). Any expenses of the Trust as a result of any termination pursuant to
this Section 7.01(d) shall be paid by the Holders who effected such termination.
Nothwithstanding the foregoing, so long as a Cornerstone Commerce Center Control
Appraisal Event does not exist, the Cornerstone Commerce Center B Loan Holder
(or an operating advisor appointed by it pursuant to the related Intercreditor
Agreement), and not the Series 2007-C5 Certificateholder, will have the right to
replace the Special Servicer pursuant to this Section 7.01(d) solely with
respect to the Cornerstone Commerce Center Total Loan, as provided in the
related Intercreditor Agreement.

            (e) Each Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable,
and as pertains to this transaction, with each of the Rating Agencies.

            Section 7.02 Trustee to Act; Appointment of Successor

            On and after the time a Master Servicer or the Special Servicer, as
the case may be, either resigns pursuant to clause (a) of the first sentence of
Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b); and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to such Master Servicer or Special
Servicer, as the case may be, in all respects in its capacity as such Master
Servicer or the 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 the 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 Special Servicer. The Trustee
in its capacity as successor to a Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of such Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or the Special Servicer or for any losses incurred
by such Master Servicer pursuant to Section 3.06 hereunder, nor shall the
Trustee be required to purchase any Trust Mortgage Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to all Master Servicing Fees and all fees relating to the
applicable Mortgage Loans, to which such Master Servicer would have been
entitled if such Master Servicer had continued to act hereunder (subject to
Section 3.11(a) with respect to the Excess Servicing Strip and the Assignable
Primary Servicing Fee), including but not limited to any income or other benefit
from any Permitted Investment of funds in a Master Servicer Account pursuant to
Section 3.06, and as successor to the Special Servicer shall be entitled to the
Special Servicing Fees to which the Special Servicer would have been entitled if
the Special Servicer had continued to act hereunder. Should the Trustee succeed
to the capacity of a Master Servicer or the Special Servicer, the Trustee shall
be afforded the same standard of care and liability as such Master Servicer or
the Special Servicer, as applicable, hereunder notwithstanding anything in
Section 8.01 to the contrary, but only with respect to actions taken by it in
its role as successor Master Servicer or successor Special Servicer, as the case
may be, and not with respect to its role as Trustee hereunder. The Trustee shall
not be entitled to receive the Assignable Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to a Master Servicer or the 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 master servicer or special servicer, as applicable, by each Rating Agency,
or if the Holders of Certificates entitled to a majority of the Voting Rights so
request in writing to the Trustee, promptly appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth herein, as the successor to a
Master Servicer or the Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
such Master Servicer or Special Servicer, as the case may be, hereunder. No
appointment of a successor to a Master Servicer or the Special Servicer under
this Section 7.02 shall be effective (i) until each of the Rating Agencies shall
have confirmed in writing that its then-current rating (if any) of each Class of
Certificates will not be qualified (as applicable), downgraded or withdrawn by
reason thereof and (ii) until the assumption in writing by the successor to such
Master Servicer or the Special Servicer of all its responsibilities, duties and
liabilities of such Master Servicer or the Special Servicer, as the case may be,
hereunder that arise thereafter. Pending appointment of a successor to the
Master Servicer or the Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as
herein above provided.

            In connection with such appointment and assumption of a successor to
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 the Trust Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a
successor Master Servicer or successor Special Servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special
Servicer, as the case may be, hereunder, excluding the Assignable Primary
Servicing Fee except to the extent that any portion of such Assignable Primary
Servicing Fee is needed (as set forth in Section 3.11(a)) to compensate any
replacement primary servicer; provided, further, that if no successor can be
obtained for such compensation, then, subject to approval by the Rating
Agencies, additional amounts shall be paid to such successor and such amounts in
excess of that permitted the terminated Master Servicer or Special Servicer, as
the case may be, shall be treated as Additional Trust Fund Expenses. The
Trustee, a Master Servicer or the Special Servicer (whichever is not the
terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer.

            Section 7.03 Notification to Certificateholders

            (a) Upon any resignation of a Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of a Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to a
Master Servicer or the 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) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall forward to the Depositor, Certificateholders, and,
to the extent that a Responsible Officer of the Trustee has actual knowledge of
the identities thereof, to each affected Junior Loan Holder, if any, notice of
such occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default described in clause (i) or (ii) of Section
7.01(a) may only be waived by 100% of the Certificateholders of the affected
Classes. Upon any such waiver of an Event of Default and reimbursement by the
party requesting such waiver to the Trustee of all costs and expenses incurred
by it in connection with such Event of Default and prior to its waiver, such
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default pursuant to this Section
7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.

            Section 7.05 Trustee Advances

            If a Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) in accordance
with Section 3.03(c) with respect to Servicing Advances and (y) by 12:00 noon,
New York City time, on the related Distribution Date with respect to P&I
Advances. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the applicable Master Servicer's rights with respect to
Advances hereunder, including, without limitation, the applicable Master
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be; provided,
however, that if Advances made by both the Trustee and the applicable Master
Servicer shall at any time be outstanding, or any interest on any Advance shall
be accrued and unpaid, all amounts available to repay such Advances and the
interest thereon hereunder shall be applied entirely to the Advances outstanding
to the Trustee, until such Advances shall have been repaid in full, together
with all interest accrued thereon, prior to reimbursement of 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 waiver 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 and no permissive right of the Trustee shall be
construed as a duty. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, 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, and if the instrument is not corrected to the
Trustee's reasonable satisfaction, the Trustee will provide notice thereof to
the Certificateholders. 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, a Master Servicer or the
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
      Trustee's duties and obligations 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 personally 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 successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, or (C) to confirm or verify the contents of any reports or
      certificates of a Master Servicer or the 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 not be under any obligation to exercise any
      of the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's 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
      against such expense or liability as a condition to taking any such
      action;

            (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; provided, further, that the Trustee may not perform any duties
      hereunder through any Person that is a Prohibited Party;

            (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 a Master Servicer, the Special Servicer or the Series 2007-C5 Directing
      Certificateholder (unless it is acting as a Master Servicer, the Special
      Servicer or the Series 2007-C5 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 Trust Mortgage 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, 2.05, 3.01, 10.01, 11.04 and 11.07 and the representations and
warranties of the Trustee in Section 8.13, shall be taken as the statements of
the Depositor, a Master Servicer or the 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 Trust Mortgage 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 Trust Mortgage Loans to the Trust Fund, or
any funds deposited in or withdrawn from the Collection Account or any other
account by or on behalf of the Depositor, a Master Servicer, the Special
Servicer or the Trustee. 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, a Master Servicer or the
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,
the Master Servicers, the 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; Indemnification of and by
Trustee

            (a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, prior to any distributions to be made therefrom to
Certificateholders on such date, and pay to itself all earned but unpaid Trustee
Fees in respect of the Trust Mortgage Loans and any REO Trust Mortgage Loans
through the end of the most recently ended calendar month, as compensation for
all services rendered by the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee. As to each Trust Mortgage Loan and REO Trust Mortgage Loan, the
Trustee Fee, shall accrue during each calendar month, commencing with November
2007, at the Trustee Fee Rate on a principal amount equal to the Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan
immediately following the Distribution Date in such calendar month (or, in the
case of November 2007, on a principal amount equal to the Cut-off Date Principal
Balance of the particular Trust Mortgage Loan), whether or not interest is
actually collected on each Trust Mortgage Loan and REO Trust Mortgage Loan. With
respect to each Trust Mortgage Loan and REO Trust Mortgage Loan, the Trustee Fee
shall accrue from time to time on the same Interest Accrual Period as is
applicable to such Trust Mortgage Loan or REO Trust Mortgage Loan. Except as
otherwise expressly provided herein, the Trustee Fees (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole compensation for such
services to be rendered by it.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable out-of-pocket 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 .

            (c) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Mortgage Loans, the
Certificates or any act or omission of the Trustee relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder; provided,
however, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(c) for (i)
allocable overhead, (ii) routine expenses or disbursements incurred or made by
or on behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation or warranty of the Trustee made herein. The
provisions of this Section 8.05(c) shall survive any resignation or removal of
the Trustee and appointment of a successor thereto.

            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, bank, trust company or banking
association, organized and doing business under the laws of any state or the
United States of America or the District of Columbia, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Depositor, either Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become
successor to, a Master Servicer or the Special Servicer, as the case may be,
pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit
Insurance Corporation and (iii) an institution whose long-term senior unsecured
debt is rated "AA-" or higher by S&P and 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, bank, trust company or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation, bank, trust company or national banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.

            Section 8.07 Resignation and Removal of the Trustee

            (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 Servicer, all Certificateholders, the B Loan
Holders or the Companion Loan Holder. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Master Servicers, in their reasonable discretion, and to the Rating Agencies (as
evidenced in writing by such Rating Agency that such appointment would not
result in the qualification (as applicable), downgrading or withdrawal of any of
then-current ratings then assigned thereby to the Certificates), by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicers, the Special Servicer, the Certificateholders,
the B Loan Holders and the Companion Loan Holder 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 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 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 Servicer, the Certificateholders, the B Loan Holders and
the Companion Loan Holder 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 the Master Servicers, 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 Servicer, the
remaining Certificateholders, the B Loan Holders and the Companion Loan Holder
by the applicable Master Servicer at the expense of the Trust Fund. The Trustee
shall be reimbursed for all reasonable costs and expenses incurred by it in
connection with such removal within 30 days of demand therefor from amounts on
deposit in the Distribution Account (provided the Trustee is removed without
cause).

            Any resignation or removal of the Trustee and appointment of a
successor trustee or 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 Servicer 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 Servicer 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
is or shall be eligible under the provisions of Section 8.06 and is not a
Prohibited Party.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Master Servicers shall, at the expense of the
Trust Fund (if in connection with the first paragraph of Section 8.07(c)), or
otherwise at the expense of the successor trustee, mail notice of the succession
of such Trustee hereunder to the Depositor, the Certificateholders, the B Loan
Holders and the Companion Loan Holder. If the Master Servicers fail to mail such
notice within 10 days after acceptance of appointment by the successor trustee,
such successor trustee shall cause such notice to be mailed at the expense of
the successor trustee.

            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 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 the
Master Servicers and the Trustee may consider necessary or desirable. If the
Master Servicers shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so (which failure shall not constitute an
Event of Default hereunder), or in case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to a Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Access to Certain Information

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
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 Holder of a
Certificate, each B Loan Holder and its designees, the Companion Loan Holder and
its designee, the Depositor, the Master Servicers, the Special Servicer, the
Series 2007-C5 Directing Certificateholder, any Rating Agency, the Underwriters
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 11.01, (B) the Prospectus and any amendments or
supplements thereto, (C) the respective Mortgage Loan Purchase Agreements and
any amendments thereto, (D) all statements required to be delivered, or
otherwise required to be made available, to Certificateholders of the relevant
Class pursuant to Section 4.02 since the Closing Date, (E) all Officer's
Certificates delivered to the Trustee since the Closing Date pursuant to Section
12.11 or 12.12, (F) all accountants' reports delivered to the Trustee since the
Closing Date pursuant to Section 12.13, (G) any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into by a Master Servicer
or the Special Servicer and delivered to the Trustee pursuant to Section 3.20
(but only for so long as the affected Trust Mortgage Loan is part of the Trust
Fund), (H) 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, (I) any and all of the Mortgage Loan
Documents contained in the Mortgage Files, (J) information regarding the
occurrence of Servicing Transfer Events as to the Trust Mortgage Loans and (K)
any and all Sub-Servicing Agreements and any amendments thereto and
modifications thereof.

            Copies of any and all of the foregoing items will be available from
the 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 and, so long as the requests are not excessive or
duplicative, to the Series 2007-C5 Directing Certificateholder, which shall be
free of charge. In addition, without limiting the generality of the foregoing,
any Requesting Subordinate Certificateholder may upon written request from the
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 8.11(a)), 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 Mortgage Loan Combination, the related Junior Loan
Holder(s), as well as certain additional information received by the Trustee to
any Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner, any Junior Loan Holder or any prospective investor identified as such by
a Certificate Owner or the Underwriters or Initial Purchasers or, with respect
to any Mortgage Loan Combination, a related Junior Loan Holder, as applicable,
that requests such reports or information; provided that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing copies of such reports or information; and provided,
further, that no Junior Loan Holder or prospective investor in a Junior Loan
shall be entitled to any such report or information except to the extent that it
relates to the subject Mortgage Loan Combination.

            (c) With respect to any information furnished by the Trustee
pursuant to this Section 8.11, the Trustee shall be entitled to indicate the
source of such information and the Trustee may affix thereto any disclaimer it
deems appropriate in its discretion. The Trustee shall notify Certificateholders
of the availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described above in this Section 8.11 to Certificateholders,
Certificate Owners, prospective purchasers of Certificates or interests therein
or licensed or registered investment advisors of any of the foregoing, the
Trustee may require: (i) in the case of Certificateholders and Certificate
Owners, a confirmation executed by the requesting Person substantially in form
and substance reasonably acceptable to the Trustee generally to the effect that
such Person is a registered or beneficial holder of Certificates or an
investment advisor representing such Person and is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or a licensed or registered investment advisor
representing such Person, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Trustee generally to the effect that
such Person is a prospective purchaser of a Certificate or an interest therein
or a licensed or registered investment advisor representing such Person, and is
requesting the information solely for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential. The Trustee
shall not be liable for the dissemination of information in accordance with this
Agreement.

            Section 8.12 Appointment of Custodians

            The Trustee may, with the consent of the Master Servicers, appoint
at the Trustee's own expense one or more Custodians to hold all or a portion of
the Mortgage Files as agent for the Trustee; provided that if the Custodian is
an Affiliate of the Trustee such consent of the Master Servicers need not be
obtained and 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 8.13 Representations, Warranties and Covenants of the
Trustee

            The Trustee hereby represents and warrants to the Depositor, the
Master Servicers and the Special Servicer and for the benefit of the
Certificateholders, the Companion Loan Holder and the B Loan Holders, as of the
Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All Trust
Mortgage Loans

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicers, the Special Servicer 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 by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer or a Master Servicer of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price (the "Termination Price") equal
to (a) the sum of (1) the aggregate Purchase Price of all the Trust Mortgage
Loans (exclusive of REO Trust Mortgage Loans) included in the Trust Fund and (2)
the Appraised Value of each REO Property, if any, included in the Trust Fund
(such Appraisals in this subclause (2) to be conducted by an Appraiser selected
and mutually agreed upon by the Master Servicers, the Special Servicer and the
Trustee), minus (b) (1) solely in the case where a Master Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances made by such Master
Servicer, together with any interest accrued and payable to such Master Servicer
in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and
any unpaid Master Servicing Fees (including Excess Servicing Strip), and Primary
Servicing Fees, remaining outstanding (which items shall be deemed to have been
paid or reimbursed to such Master Servicer in connection with such purchase) or
(2) solely in the case where the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, together with any interest
accrued and payable to the Special Servicer in respect of such Advances in
accordance with Section 3.03(d) and any unpaid Special Servicing Fees remaining
outstanding (which items shall be deemed to have been paid or reimbursed to the
Special Servicer in connection with such purchase), and (ii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust
Mortgage Loan or REO Property remaining in the Trust Fund; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James's,
living on the date hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (i) of the preceding paragraph by giving written notice to the Trustee
and the other parties hereto within 60 days of the first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Pool is less than
1.0% of the aggregate Cut-off Date Principal Balance of the Original Trust
Mortgage Loans. If the Holders of a majority of the Percentage Interests of the
Controlling Class do not exercise such option within 60 days after it becomes
exercisable by the Holders of a majority of the Percentage Interests of the
Controlling Class, KRECM may notify the Holders of a majority of the Percentage
Interests in the Controlling Class and the Trustee of its intention to exercise
such option and if the Holders of a majority of the Percentage Interests of the
Controlling Class do not exercise such option within ten Business Days
thereafter, KRECM shall be entitled to exercise such option. If KRECM does not
exercise such option within 60 days after it becomes exercisable by it, the
Special Servicer may notify the Holders of the Controlling Class and the Trustee
of such Special Servicer's intention to exercise such option, and if none of
KRECM, the Special Servicer or the Holders of a majority of the Percentage
Interests in the Controlling Class exercise such option within ten Business Days
thereafter, Master Servicer No. 2 will be entitled to exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or a
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding paragraph, the
Holders of the Controlling Class, the Special Servicer or such Master Servicer,
as applicable, 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 Termination Price
(exclusive of (i) any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Collection Account, (ii) any portion thereof that is payable to a B Loan
Holder or Companion Loan Holder in connection with an REO Property in accordance
with the related intercreditor, co-lender or similar agreement, which portion is
to be remitted to such B Loan Holder or Companion Loan Holder, and (iii) any
portion thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the
applicable Master Servicer shall transfer to the Distribution Account all
amounts required to be transferred thereto on such Master Servicer Remittance
Date from the Collection Account pursuant to the first paragraph of Section
3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution. Upon confirmation that
such final deposits have been made, the Trustee shall release or cause to be
released to the Holders of the Controlling Class, the Special Servicer or the
Master Servicer, as applicable, the Mortgage Files for the remaining Trust
Mortgage Loans, and the Trustee shall execute all assignments, endorsements and
other instruments furnished to it by Holders of the Controlling Class, the
Special Servicer or the applicable Master Servicer, as applicable, as shall be
necessary to effectuate transfer of the Trust Mortgage Loans and REO Properties
remaining in the Trust Fund and its rights under the related Mortgage Loan
Purchase Agreement.

            For purposes of this Section 9.01, the Series 2007-C5 Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the B Loan
Holders, the Companion Loan Holder and each Rating Agency and, if not previously
notified pursuant to this Section 9.01, to the other parties hereto mailed (a)
in the event such notice is given in connection with the purchase of all of the
Trust Mortgage Loans and each REO Property remaining in the Trust Fund, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b)
otherwise during the month of such final distribution on or before the related
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Trustee or such other location therein
designated.

            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), 4.01(c),
4.01(d) and 4.01(e). Anything in this Section 9.01 to the contrary
notwithstanding, the Holders of the Class V Certificates shall receive that
portion, if any, of the proceeds of a sale of the assets of the Trust Fund
allocable to accrued and unpaid Excess Interest. Any funds not distributed on
such Distribution Date shall be set aside and held uninvested in trust for the
benefit of Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(i).

            Section 9.02 Additional Termination Requirements

            If Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional requirements, which meet
the definition of a "qualified liquidation" of each REMIC Pool, within the
meaning of Section 860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each REMIC Pool's final Tax
      Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of each Loan REMIC (if outstanding) and REMIC
      I to the Holders of the Controlling Class, the Special Servicer or a
      Master Servicer, as the case may be, for cash; and

            (iii) immediately following the making of the final payment on the
      Loan REMIC Regular Interests, the Uncertificated REMIC I Interests and the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Class R or Class LR
      Certificates, in respect of the related REMIC Pool, all cash on hand
      (other than cash retained to meet claims), in the Trust Fund and each
      REMIC Pool shall terminate at that time.

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01 Tax Administration

            (a) The Trustee shall make or cause to be made elections to treat
each of the REMIC Pools as a REMIC under the Code and if necessary, under State
Tax Laws. Each such election will be made on Internal Revenue Service Form 1066
or other appropriate federal tax or information return or any appropriate state
Tax Return for the taxable year ending on the last day of the calendar year in
which the Certificates are issued, which in each case shall be signed by the
Trustee. The Trustee shall designate the "regular interests" and the "residual
interests," within the meaning of the REMIC Provisions, in each REMIC Pool as
set forth in the Preliminary Statement hereto. To the extent the affairs of the
Trust Fund are within their control, the Master Servicers, the Special Servicer
and the Trustee shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in any REMIC Pool other than those
interests outstanding on the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of REMIC I and REMIC II.
The "startup day" for the each Loan REMIC is set forth in the related REMIC
Declaration.

            (c) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for each Loan REMIC and REMIC
I. The Holder of the largest Percentage Interest of the Class R Certificates is
hereby designated, and by the acceptance of its Class R Certificate agrees to
act, as Tax Matters Person for REMIC II. The Trustee is hereby designated as the
agent and attorney-in-fact of the Tax Matters Person of each REMIC Pool and
shall perform all the functions thereof, and the Holders of the Class LR and
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each REMIC
Pool and, as specified in Section 2.05, Grantor Trust V and Grantor Trust LR
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 LR or Class R Certificate, such information to such Transferor and the
IRS as is (x) reasonably necessary for the application of any tax relating to
the transfer of a Class LR or Class R Certificate to any Person who is not a
Disqualified Organization or (y) otherwise required to be provided by Treasury
Regulations Section 1.860E-2 (and in the time and manner required to be provided
to such person under such Regulations), (ii) to the Certificateholders such
information or reports as are required by the Code, the REMIC Provisions or
State Tax Laws including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii)
pursuant to Section 10.01(m), to the Internal Revenue Service the name, title,
address and telephone number of the person who will serve as the representative
of each of the REMIC Pools.

            (f) The 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 REMIC Pool as a REMIC under the REMIC Provisions
(and the Master Servicers and the Special Servicer shall assist the Trustee, to
the extent reasonably requested by the Trustee to do so). None of the Master
Servicers, the Special Servicer or the Trustee shall knowingly or intentionally
take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could be reasonably
expected to (i) cause any REMIC Pool to fail to qualify as a REMIC or (ii)
result in the imposition of a tax under the REMIC Provisions upon any REMIC Pool
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, 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 party seeking to take such action or, if such party fails to
pay such expense, and such party determines that taking such action is in the
best interest of the Trust Fund and the Certificateholders, at the expense of
the Trust Fund, but in no event at the expense of such party) to the effect that
the contemplated action will not, with respect to any REMIC Pool, cause any
REMIC Pool to fail to qualify as a REMIC or, unless such party determines (which
determination is acceptable to the Trustee) that the monetary expense to any
REMIC Pool 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 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 the applicable Master Servicer
has advised it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC Pool, and such party shall not take any such action, or cause the Trust
Fund to take any such action, as to which the 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 REMIC Pool as defined in Section 860F(a)(2) of the Code, on
"contributions" to a REMIC Pool after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, other than a tax on "net income from
foreclosure property" pursuant to Section 860G(c) of the Code or similar
provisions of state or local tax laws, such tax shall be charged (i) to the
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 Special Servicer, if such tax arises out
of or results from a breach, which breach constitutes negligence or willful
misconduct of the Special Servicer, by the Special Servicer of any of its
obligations under this Agreement and such breach is not caused by the breach of
another party and (iv) otherwise, against amounts on deposit in the Collection
Account in accordance with Section 3.05(a), and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Optimal Interest Distribution Amount on each Class entitled
thereto in the same manner as if such taxes constituted an Uncovered Prepayment
Interest Shortfall Amount.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the REMIC Pools on a calendar year and
on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicers, the
Special Servicer, the Trustee shall (except as contemplated by Section 2.03)
accept any contributions of assets to any REMIC Pool unless the Master
Servicers, the Special Servicer 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 any REMIC Pool will not cause
any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates
are outstanding or subject any REMIC Pool created hereunder to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.

            (j) None of the Master Servicers, the Special Servicer or the
Trustee shall enter into any arrangement by which any REMIC Pool created
hereunder will receive a fee or other compensation for services nor, to the
extent reasonably within their control, permit any REMIC Pool to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (k) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Loan REMIC
Regular Interests, the Uncertificated REMIC I Interests and the Regular
Certificates is the Rated Final Distribution Date.

            (l) Within 30 days after the Closing Date, the Trustee shall obtain
a taxpayer identification number for each REMIC Pool on Form SS-4 and shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" (or applicable successor form) for each REMIC
Pool created hereunder (in the case of the Loan REMICs, if not yet obtained or
filed).

            (m) None of the Trustee, the Master Servicers or the Special
Servicer shall sell or dispose of or substitute for any of the Trust Mortgage
Loans (except in connection with (i) the default, imminent default or
foreclosure of a Trust Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the
Trust Fund created hereunder pursuant to Article X of this Agreement or (iv) a
purchase of Trust Mortgage Loans pursuant to Article II, Section 3.18 of this
Agreement) nor acquire any assets for the Trust Fund or any REMIC Pool, nor sell
or dispose of any investments in the Collection Account for gain, nor accept any
contributions to any REMIC Pool after the Closing Date, unless it has received
an Opinion of Counsel (which opinion shall be the expense of the Trust Fund)
that such sale or disposition will not affect adversely the status of any REMIC
Pool as a REMIC or cause any REMIC Pool to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within ten (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, the Master Servicers, the Special Servicer 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.
The Trustee shall be entitled to reasonable compensation and to the
reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 10.01 as may be agreed upon by the Trustee and the
Depositor; provided, however, that 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.

            (o) The Master Servicers and the Special Servicer each shall furnish
such reports, certifications and information in its possession, and access to
such books and records maintained thereby, as may be related to the Certificates
or the Trust Fund and as shall be reasonably requested by the Trustee in order
to enable it to perform its duties under this Article X.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, any of the B Loan Holders or the Companion Loan Holder, (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 the Special Servicer, to relax or
eliminate (A) any requirement hereunder imposed by the REMIC Provisions (if the
REMIC Provisions are amended or clarified such that any such requirement may be
relaxed or eliminated) or (B) any transfer restriction imposed on the
Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable law
is amended or clarified such that any such restriction may be relaxed or
eliminated), (v) as evidenced by an Opinion of Counsel delivered to the 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 REMIC Pool or Grantor Trust V or
Grantor Trust LR at least from the effective date of such amendment, (Y) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any REMIC Pool or Grantor Trust V or Grantor Trust LR or (Z) to comply with any
requirements imposed by the Commission with respect to any proposed or adopted
temporary or final regulation or other written official announcement or
interpretation relating to the securities laws which, would apply retroactively
to the Depositor, any Underwriter or the Trust Fund, (vi) subject to Section
5.02(d)(iv), to modify, add to or eliminate any of the provisions of Section
5.02(d)(i), (ii) or (iii), or (vii) to avoid an Adverse Rating Event with
respect to any Class of Rated Certificates; provided that no such amendment may
significantly change the activities of the Trust; and provided, further, that
any such amendment for the specific purposes described in clauses (iii) and (iv)
above shall not adversely affect in any material respect the interests of any
Certificateholder, adversely affect any B Loan Holder, the Companion 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 a Class of Rated Certificates, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates); and provided, further, that with respect to any such
amendment for the specific purposes described in clause (iii) above, the Trustee
shall receive written confirmation from each applicable Rating Agency to the
effect that such amendment shall not result in an Adverse Rating Event with
respect to any Class of Rated Certificates.

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the Classes that are materially affected by the amendment and with the
consent of the B Loan Holder affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, or which are
required to be distributed to any B Loan Holder or Companion Loan Holder,
without the consent of such B Loan Holder or such Companion Loan Holder, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates or the interests of any B Loan Holder or Companion Loan
Holder in a manner other than as described in clause (i) above, without the
consent of the Holders of all Certificates of such Class or the consent of any
such B Loan Holder or Companion Loan Holder, as applicable, (iii) modify the
provisions of this Section 11.01 or the definition of "Servicing Standard,"
without the consent of the Holders of all Certificates then outstanding and the
consent of the B Loan Holders and the Companion Loan Holder, (iv) significantly
change the activities of the Trust, without the consent of the Holders of
Certificates entitled to not less than 66 2/3% of all the Voting Rights (not
taking into account Certificates held by the Depositor or any of its Affiliates
or agents), or (v) adversely affect in any material respect the interests of any
third-party beneficiary to this Agreement or any provision herein, without the
consent of such third-party beneficiary. Notwithstanding any other provision of
this Agreement, for purposes of the giving or withholding of consents pursuant
to this Section 11.01, Certificates registered in the name of the Depositor or
any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Master Servicers and the Special Servicer shall not consent to any
amendment to this Agreement unless each of them shall first have obtained or
been furnished with an Opinion of Counsel to the effect that neither such
amendment nor the exercise of any power granted to any party hereto in
accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
Grantor Trust V or Grantor Trust LR.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder and each B Loan Holder, Companion Loan Holder and to each
Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 11.01 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 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

            (h) [Reserved]

            (i) Notwithstanding the foregoing, absent a material adverse effect
on any Certificateholder, this Agreement may be amended by the parties hereto
without the consent of any of the Certificateholders to the extent necessary for
any Mortgage Loan Seller and their Affiliates to obtain accounting "sale"
treatment for the Mortgage Loans under FAS 140.

            Section 11.02 Recordation of Agreement; Counterparts

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the applicable Master Servicer at the expense of the Depositor on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel (the cost of which shall be paid by the Depositor or, to the extent that
it benefits any B Loan Holder or Companion Loan, by such B Loan Holder or
Companion Loan Holder) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders, the B Loan Holders
and/or Companion Loan Holder.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 11.03 Limitation on Rights of Certificateholders and B Loan
Holders

            (a) The death or incapacity of any Certificateholder, the Companion
Loan Holder or any B Loan Holder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's, such Companion Loan
Holder's or B Loan Holder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

            (b) No Certificateholder, Companion Loan Holder or B Loan Holder
shall have any right to vote (except as expressly provided for herein) or in any
manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders, Companion Loan Holder and/or the B Loan Holders from time to
time as partners or members of an association; nor shall any Certificateholder,
Companion Loan Holder or any B Loan Holder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

            (c) No Certificateholder, Companion Loan Holder or B Loan Holder
shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement or any Mortgage Loan, unless, in the case of a
Certificateholder, with respect to any suit, action or proceeding upon or under
or with respect to this Agreement, such Holder previously shall have given to
the Trustee a written notice of default hereunder, and of the continuance
thereof, as hereinbefore provided, and unless also (except in the case of a
default by the Trustee) the Holders of Certificates of any Class evidencing not
less than 25% of the Voting Rights shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders
have offered to the Trustee reasonable security against the costs, expenses and
liabilities which may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 11.04 Governing Law

            This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

            Section 11.05 Notices

            Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, Credit Suisse
First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, telecopy number: (212) 743-4756 (with
a copy to Casey McCutcheon, telecopy number: (212) 325-8282); (ii) in the case
of Master Servicer No. 1, KeyCorp Real Estate Capital Markets, Inc., 911 Main
Street, Suite 1500, Kansas City, Missouri 64105, Facsimile No.: (816) 204-2290,
Attention: Bryan Nitcher, with a copy to: KeyBank National Association, 127
Public Square, Cleveland, Ohio 44114, Facsimile No.: (216) 689-5681, Attention:
Robert C. Bowes, with an additional copy to: Polsinelli Shalton Flanigan
Suelthaus PC, 700 W. 47th Street, Suite 1000, Kansas City, Missouri 64112,
Facsimile No.: (816) 753-1536, Attention: Kraig Kohring; (iii) in the case of
Master Servicer No. 2, 116 Welsh Road, Horsham PA 19044; Attention: Managing
Director, Servicing Operations re: Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates Series 2007-C5;
telecopy number: (215) 328-3478, (iv) in the case of the Special Servicer,
Centerline Servicing, Inc., 5221 N. O'Connor Blvd., Suite 600, Irving TX 75039,
Attention: Lindsey Wright, telecopy number: (972) 868-5490 (with a copy to Chris
Crouch, telecopy number: (972) 868-5300); (v) in the case of the Trustee, Wells
Fargo Bank, N.A., to the Corporate Trust Office, telecopy number (410) 715-2380;
(vi) in the case of the Rating Agencies, (A) Fitch, Inc. One State Street Plaza,
New York, New York 10004; Attention: Commercial Mortgage Surveillance, telecopy
number: (212) 635-0466; and (B) Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: CMBS Surveillance Department, telecopy number: (212) 438-2662; (vii)
in the case of any Mortgage Loan Seller, the address for notices to such
Mortgage Loan Seller under the related Mortgage Loan Purchase Agreement; (vii)
in the case of the Performance Guarantor, the address for notices to the
Performance Guarantor under the Performance Guarantee; and (viii) in the case of
a Junior Loan Holder or Companion Loan Holder, at the address set forth in the
related Intercreditor Agreement; or as to each such Person such other address
and/or telecopy number as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.

            Section 11.06 Severability of Provisions

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 11.07 Grant of a Security Interest

            The Depositor and the Trustee intend that the conveyance of the
Depositor's right, title and interest in and to the Trust Mortgage Loans
pursuant to this Agreement shall constitute a sale and not a pledge of security
for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor and the Trustee intend that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor's entire right, title and
interest in and to the assets comprising the Trust Fund, including without
limitation, the Trust Mortgage Loans, all principal and interest received or
receivable with respect to the Trust Mortgage Loans (other than principal and
interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Collection Account, any Mortgage Loan Combination Custodial Account
(insofar as such amounts relate to the related Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto), the Distribution
Account and, if established, the REO Account, and all reinvestment earnings on
such amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such Trust
Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 11.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            Section 11.08 Successors and Assigns; Beneficiaries

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders, the B
Loan Holders, the Companion Loan Holder and the other Persons referred to in
Section 6.03. Each Mortgage Loan Seller is 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. The 60 Wall Street Master Servicer
and the 60 Wall Street Special Servicer shall be third-party beneficiaries of
Sections 3.02(d), 3.05(a)(xx), 3.34(c) and 6.03.

            Section 11.09 Article and Section Headings

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.10 Notices to Rating Agencies

            (a) The 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 or termination of a Master Servicer or the
      Special Servicer and the appointment of a successor;

            (iv) any change in the location of the Distribution Account, the
      Excess Interest Distribution Account, the Excess Liquidation Proceeds
      Account or the Interest Reserve Account;

            (v) the repurchase of Trust Mortgage Loans by or on behalf of any
      Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan
      Purchase Agreement or the 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 or removal of the Trustee; and

            (ii) any change in the location of the Collection Account or any
      Mortgage Loan Combination Custodial Account.

            (c) Each Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) all reports and other items for Trust Mortgage Loans delivered
      by each Master Servicer and Special Servicer pursuant to Section 3.12 (to
      the extent requested by such Rating Agency);

            (ii) each waiver and consent provided pursuant to Section 3.08 for
      Trust Mortgage Loans that, in each case, represent 2% or more of the
      aggregate principal balance of the Mortgage Pool;

            (iii) any officers' certificates delivered by a Master Servicer and
      the Special Servicer to the Trustee (to the extent requested by such
      Rating Agency);

            (iv) all site inspections (to the extent requested by such
      Rating Agency);

            (v) all operating statements (to the extent requested by such Rating
      Agency);

            (vi) all rent rolls and sales reports to the extent provided by the
      Borrowers and requested by such Rating Agency;

            (vii) any proposed no downgrade request;

            (viii) any extension or modification of the Maturity Date of any
      Trust Mortgage Loan;

            (ix) any modification, waiver or amendment of any material term of
      any Trust Mortgage Loan with a Stated Principal Balance in excess of
      $5,000,000; and

            (x) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
      available to each Rating Agency a copy of the related Trustee Report.

                                   ARTICLE XII

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

            Section 12.01 Intent of the Parties; Reasonableness. Except with
respect to Section 12.11, Section 12.12 and Section 12.13, the parties hereto
acknowledge and agree that the purpose of Article XII of this Agreement is to
facilitate compliance by the Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its rights to request delivery of information or other performance
under these provisions other than reasonably and in good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act, the
Sarbanes-Oxley Act and, in each case, the rules and regulations of the
Commission thereunder. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agree to comply with requests made by the Depositor in good faith
for delivery of information under these provisions on the basis of evolving
interpretations of the requirements of Regulation AB. In connection with the
Certificates, each of the parties to this Agreement shall cooperate fully with
the reasonable request of the Depositor to deliver or make available to the
Depositor (including any of their assignees or designees), any and all
statements, reports, certifications, records and any other information in the
applicable Person's possession and necessary in the good faith determination of
the Depositor to permit the Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Master Servicers,
the Special Servicer, any Servicing Function Participant and the Trustee, as
applicable, or the Servicing of the Trust Mortgage Loans, reasonably believed by
the Depositor to be necessary in order to effect such compliance. For the
avoidance of doubt, none of the Master Servicers, the Special Servicer or the
Servicing Function Participant is responsible to make filings with the
Commission.

            Section 12.02 Reserved.

            Section 12.03 Information to be Provided by the Master Servicers,
the Special Servicer, the Trustee and each Servicing Function Participant.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act with respect to the Certificates, in connection with the
succession to a Master Servicer, the Special Servicer, any Sub-Servicer or the
Trustee as a servicer or trustee under this Agreement by any Person (i) into
which a Master Servicer, such Special Servicer, such Sub-Servicer or the Trustee
may be merged or consolidated, or (ii) which may be appointed as a successor to
a Master Servicer, such Special Servicer, any Sub-Servicer or the Trustee, such
successor Person shall provide to the Depositor, at least 5 calendar days prior
to the effective date of such succession or appointment (as long as such
disclosure prior to such effective date would not be violative of any applicable
law or confidentiality agreement, otherwise immediately following such effective
date, but no later than required pursuant to Section 12.09), (x) written notice
to the Trustee and the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Trustee and the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
any Class of Certificates.

            Section 12.04 Reserved.

            Section 12.05 Filing Obligations. Each Master Servicer, the Special
Servicer and the Trustee shall, and each Master Servicer and the Special
Servicer, as applicable, shall use commercially reasonable efforts to cause each
Servicing Function Participant (other than any party to this Agreement and any
Sub-Servicer listed on Exhibit L hereto) with which it has entered into a
servicing relationship with respect to the Trust Mortgage Loans to, reasonably
cooperate with the Trustee and the Depositor in connection with the Trustee's
and Depositor's good faith efforts to satisfy the Trust's reporting requirements
under the Exchange Act.

            Section 12.06 Form 10-D Filings.

            Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act and the rules and
regulations of the Commission thereunder in form and substance as required by
the Exchange Act and the rules and regulations of the Commission thereunder. The
Trustee shall file each Form 10-D, pursuant to the paragraph immediately
succeeding, with a copy of the related Statement to Certificateholders attached
thereto. Any disclosure in addition to the Statement to Certificateholders that
is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately succeeding, (and to the extent not
otherwise reported pursuant to any other provision of this Agreement) be
reported by the parties set forth on Exhibit V and approved or disapproved, as
the case may be, as to form and substance, by the Depositor. The Trustee shall
have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure
which is to be reported by it as set forth on Exhibit V), absent such reporting
and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) each party listed on Exhibit V hereto shall be required to provide to the
Trustee and the Depositor, to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be, any lawyer in
the in-house legal department or a senior manager of such party), in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee, the Depositor and such party, any Additional Form 10-D Disclosure
described on Exhibit V applicable to such party, (ii) include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification
substantially in the form attached hereto as Exhibit Y and (iii) the Trustee
shall, at any time prior to filing the related Form 10-D, provide prompt notice
to the Depositor to the extent that the Trustee is notified of an event
reportable on Form 10-D for which it has not received the necessary Additional
Form 10-D Disclosure from the applicable party. No later than the 5th calendar
day after the Distribution Date, the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit V of
their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review and
approval; provided that the Trustee shall use its reasonable best efforts to
provide such copy to the Depositor by the 3rd calendar day prior to the 15th
calendar day after the related Distribution Date, but in no event earlier than
24 hours after receipt of direction from the Depositor regarding the inclusion
of any Additional Form 10-D Disclosure pursuant to the preceding paragraph.
Within two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date, the Depositor shall notify the Trustee
in writing (which may be furnished electronically) of any changes to or approval
of such Form 10-D and, a duly authorized representative of the Depositor shall
sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. Form 10-D requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-D, to check "yes" for each
item unless the Trustee has received timely prior written notice from the
Depositor that the answer should be "no" for an item. The Trustee shall file
such Form 10-D, upon signature thereof as provided in Section 12.16, not later
than (i) 5:30 pm (New York City time) on the 15th calendar day after the related
Distribution Date or (ii) such other time as the Depositor and the Trustee
mutually agree is permitted by the Commission for the filing such Form 10-D. If
a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to
be amended, the Trustee will follow the procedures set forth in Section
12.10(b). Promptly, but no later than one Business Day after filing with the
Commission, the Trustee shall, pursuant to Section 4.02(a), make available on
its internet website a final executed copy of each Form 10-D filed by the
Trustee. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 12.06 related to the timely preparation
and filing of Form 10-D is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 12.06. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution
and/or file such Form 10-D where such failure results from the Trustee's
inability or failure to receive on a timely basis any information from any other
party hereto needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct. For the
avoidance of doubt, no 10-D filing is required after the Trust is no longer
subject to Exchange Act reporting.

            Section 12.07 Form 10-K Filings.

            Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2008, the Trustee shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Trustee within the
applicable time frames set forth in this Agreement, (i) an annual compliance
statement for each applicable Reporting Servicer, as described under Section
12.11, (ii)(A) the annual reports on assessment of compliance with servicing
criteria for each applicable Reporting Servicer, as described under Section
12.12, and (B) if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 12.12 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 12.12 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation as to why such report is not included, (iii)(A) the registered
public accounting firm attestation report for each Reporting Servicer, as
described under Section 12.13, and (B) if any registered public accounting firm
attestation report described under Section 12.13 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation as to why such report is not included,
and (iv) a Sarbanes-Oxley Certification as described in Section 12.08. Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant
to the paragraph immediately succeeding, be reported by the parties set forth on
Exhibit W and approved or disapproved, as the case may be, as to form and
substance, by the Depositor, and the Trustee will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure absent such reporting or approval. However, where information from
such other party for inclusion in a Form 10-K is not received on a timely basis,
but is subsequently provided within a time period that may allow for the timely
filing of the applicable Form 10-K or an amendment thereto, then the Trustee
shall use reasonable efforts to properly prepare, arrange for execution and file
such Form 10-K or amendment thereto.

            For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, no later than March 15, commencing
in March 2008 (i) each party listed on Exhibit W hereto shall be required to
provide to the Trustee and the Depositor, to the extent a Servicing Officer or a
Responsible Officer, as the case may be, thereof has actual knowledge (other
than with respect to disclosure required pursuant to Items 1117 and 1119 of
Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer, any lawyer in the in-house legal department or a senior
manager of such party), in EDGAR-compatible format, or in such other form as
otherwise agreed upon by the Trustee, the Depositor and such party, any
Additional Form 10-K Disclosure described on Exhibit W applicable to such party,
(ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification substantially in the form attached hereto as Exhibit Y and (iii)
the Trustee shall, at any time prior to filing the related Form 10-K, provide
prompt notice to the Depositor to the extent that the Trustee is notified of an
event reportable on Form 10-K for which it has not received the necessary
Additional Form 10-K Disclosure from the applicable party. No later than March
15th, the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K. Other than with respect to itself, the Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
W of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-K Disclosure information. The Depositor will
be responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Disclosure on Form
10-K pursuant to this paragraph.

            After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review. Within three
Business Days after receipt of such copy, but no later than March 25th, the
Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. No later than
5:00 p.m. EST on the 4th Business Day prior to the 10-K Filing Deadline, a
senior officer in charge of securitization of the Depositor shall sign the Form
10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to follow by overnight mail) to the Trustee. Form
10-K requires the registrant to indicate (by checking "yes" or "no") that it
"(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days." The Depositor hereby instructs the
Trustee, with respect to each Form 10-K, to check "yes" for each item unless the
Trustee has received timely prior written notice from the Depositor that the
answer should be "no" for an item. If a Form 10-K cannot be filed on time or if
a previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 12.10(b). After filing with the Commission, the
Trustee shall, pursuant to Section 4.02(a), make available on its internet
website a final executed copy of each Form 10-K filed by the Trustee. The
parties to this Agreement acknowledge that the performance by the Trustee of its
duties under this Section 12.07 related to the timely preparation and filing of
Form 10-K is contingent upon such parties (and any Additional Servicer or
Servicing Function Participant) observing all applicable deadlines in the
performance of their duties under this Article XII. The Trustee shall have no
liability with respect to any failure to properly prepare and/or file such Form
10-K resulting from the Trustee's inability or failure to receive from any other
party any information needed to prepare, arrange for execution or file such Form
10-K on a timely basis, not resulting from its own negligence, bad faith or
willful misconduct.

            Section 12.08 Sarbanes-Oxley Certification.

            Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") as set forth in Exhibit M-1 attached hereto, required to be
included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer
shall, and each Master Servicer, the Special Servicer and the Trustee shall use
reasonable efforts to cause each Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Trust Mortgage
Loans (other than any party to this Agreement and any Sub-Servicer listed on
Exhibit L hereto) to, provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") by no later than March 15th of each year
in which the Trust is subject to the reporting requirements of the Exchange Act
and otherwise within a reasonable period of time upon request, a certification
(each, a "Performance Certification"), in the form attached hereto as Exhibit
M-2, M-3 or M-4, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The senior officer in charge of the securitization of the
Depositor shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at 11 Madison Avenue, New
York, NY 10010. If any Reporting Servicer is terminated or resigns pursuant to
the terms of this Agreement, or any applicable sub-servicing agreement or
primary servicing agreement, as the case may be, such Reporting Servicer shall
provide a certification to the Certifying Person pursuant to this Section 12.08
with respect to the period of time it was subject to this Agreement or the
applicable sub-servicing or primary servicing agreement, as the case may be.
Notwithstanding the foregoing, nothing in this paragraph shall require any
Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties, (ii) to
certify information other than to such Reporting Servicer's knowledge and in
accordance with such Reporting Servicer's responsibilities hereunder or (iii)
with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left
blank on their face.

            Each Performance Certification shall include a reasonable reliance
statement by the Reporting Servicer enabling the Certification Parties to rely
upon each (i) annual compliance statement provided by such Reporting Servicer
pursuant to Section 12.11, (ii) annual report on assessment of compliance with
servicing criteria provided by such Reporting Servicer pursuant to Section 12.12
and (iii) registered public accounting firm attestation report provided by such
Reporting Servicer pursuant to Section 12.13.

            Section 12.09 Form 8-K Filings.

            Within four (4) Business Days after the occurrence of an event
requiring disclosure under Form 8-K (each a "Reportable Event"), and, if
requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Trustee shall prepare and file on behalf of the
Trust any Form 8-K as required by the Exchange Act provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall, pursuant to the paragraph immediately succeeding, be
reported by the parties set forth on Exhibit X and approved or disapproved, as
the case may be, by the Depositor and the Trustee shall have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Exhibit X) absent such reporting and
approval.

            For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, (i) the parties listed on Exhibit X
hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the
case may be, thereof has actual knowledge (or any officer thereof with respect
to Items 1117 and 1119 or Regulation AB as to such party), use their reasonable
efforts to provide to the Depositor and the Trustee within 1 Business Day after
the occurrence of the Reportable Event, but shall provide in no event later than
noon (New York City time) on the 2nd Business Day after the occurrence of the
Reportable Event, any Form 8-K Disclosure Information described on Exhibit X as
applicable to such party, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Trustee, the Depositor and such party, and (ii)
include with such Additional Form 8-K Disclosure, an Additional Disclosure
Notification substantially in the form attached hereto as Exhibit Y. The
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K no later
than noon on the third business Day after the Reportable Event. The Trustee has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit X of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. Any
notice delivered to the Trustee pursuant to this paragraph shall be delivered by
facsimile to (410) 715-2380 and by email to
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be
furnished by the Trustee to the other parties in writing. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward
electronically a copy of the Form 8-K to the Depositor for review. Promptly, but
no later than the close of business on the second Business Day after the
Reportable Event, the Depositor shall notify the Trustee in writing (which may
be furnished electronically) of any changes to or approval of such Form 8-K. No
later than noon (Eastern time) on the 4th Business Day after the Reportable
Event, a duly authorized representative of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in Section 12.10(b). After
filing with the Commission, the Trustee will, pursuant to Section 4.02(a), make
available on its internet website a final executed copy of each Form 8-K filed
by the Trustee. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under this Section 12.09 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all
applicable deadlines in the performance of their duties under this Section
12.09. The Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 8-K, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 8-K and not
resulting from the Trustee's own negligence, bad faith or willful misconduct.

            Section 12.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports.(a) (a) On or before January 30 of the first
year in which the Trustee is able to do so under applicable law, the Trustee
shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act, and shall provide notice to the other parties hereto in the event such
filing is not accomplished. After the filing of Form 15, the obligations of the
parties to this Agreement under Sections 12.06, 12.07, 12.08 and 12.09 shall be
suspended.

            (b) The Trustee shall promptly notify (which notice, notwithstanding
the provisions of Section 10.05, may be sent by facsimile or by email and which
shall include the identity of the applicable Master Servicer or Special Servicer
who did not deliver such information) the Depositor and the Depositor shall
notify such Master or the Special Servicer that failed to deliver such
information, if all, or any portion of, any required disclosure information to
be included in any Form 8-K, Form 10-D or Form 10-K required to be filed
pursuant to this Agreement is not delivered to it within the delivery deadlines
set forth in this Agreement (exclusive of any grace or cure periods), but only
to the extent the Trustee has actual knowledge that such Master Servicer or
Special Servicer, as applicable, is required to provide such disclosure
information. If the Trustee is unable to timely file with the Commission all or
any required portion of any Form 8-K, Form 10-D or Form 10-K required to be
filed by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trustee shall promptly notify the
Depositor of such inability to make a timely filing with the Commission. In the
case of Forms 10-D and 10-K, the parties hereto, as necessary, shall cooperate
with the Depositor and the Trustee to prepare and file a Form 12b-25 and a Form
10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Trustee shall, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next Form 10-D. In the
event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the Trustee will, in the case of any such amended forms relating to
Additional Form 10-D Disclosure or to Additional Form 10-K Disclosure, notify
the Depositor, and the Depositor shall notify such Master or Special Servicer
and such parties shall cooperate (only to the extent information regarding, or
an action of, such party is any part of the reason for such amendment) to
prepare any necessary 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form
12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed, in
the case of Form 15, Form 12b-25 or any amendments to Form 8-K or Form 10-D, by
a duly authorized officer of the Depositor, and in the case of Form 10-K, by a
senior officer of the Depositor in charge of securitization. The Depositor, each
Master Servicer and the Special Servicer acknowledge that the performance by the
Trustee of its duties under this Section 12.10 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K is contingent upon such Master Servicer, the Depositor and the Special
Servicer performing their duties under this Section. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the Trustee's inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or timely file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
10-K, not resulting from its own negligence, bad faith or willful misconduct.

            Section 12.11 Annual Compliance Statements. Each Master Servicer,
the Special Servicer, the Trustee and each Servicing Function Participant (if
such Servicing Function Participant is a servicer contemplated by Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each a "Certifying Servicer")
shall, and each Master Servicer, the Special Servicer and the Trustee shall use
commercially reasonable efforts to cause each Additional Servicer and each
Servicing Function Participant (if such Servicing Function Participant is a
servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB)
(other than any party to this Agreement and any Sub-Servicer listed on Exhibit L
hereto) with which it has entered into a servicing relationship with respect to
the Trust Mortgage Loans to, deliver to the Depositor and the Trustee on or
before March 15th of each year, commencing in March 2008, an Officer's
Certificate stating, as to the signer thereof, that (A) a review of such
Certifying Servicer's activities during the preceding fiscal year or portion
thereof and of such Certifying Servicer's performance under this Agreement (or
the applicable sub-servicing agreement, as the case may be), has been made under
such officer's supervision and (B) to the best of such officer's knowledge,
based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. Each
Certifying Servicer shall forward a copy of each such statement to the
Controlling Class Certificateholder. Promptly after receipt of each such
Officer's Certificate, the Depositor shall have the right to review such
Officer's Certificate and, if applicable, consult with each Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer in
the fulfillment of any of the Certifying Servicer's obligations hereunder or
under the applicable sub-servicing agreement. None of the Certifying Servicers
or any Additional Servicer or Servicing Function Participant shall be required
to deliver, or to endeavor to cause the delivery of any such Officer's
Certificates until April 30 in any given year, so long as a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.

            Section 12.12 Annual Reports on Assessment of Compliance with
Servicing Criteria. By March 15 of each year in which the Trust is required to
file a Form 10-K for the preceding fiscal year, commencing in March 2008, or
April 30 of each year in which the Trust is not required to file a Form 10-K for
the preceding fiscal year, each Master Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of
any Loan), the Trustee and each Servicing Function Participant, each at its own
expense, shall furnish, and each of the preceding parties, as applicable, shall
use reasonable efforts to cause each other Servicing Function Participant (other
than any party to this Agreement and any Sub-Servicer listed on Exhibit L
hereto) with which it has entered into a servicing relationship with respect to
the Trust Mortgage Loans to furnish, each at its own expense, to the Trustee and
the Depositor, with a copy to the Controlling Class Certificateholder a report
on an assessment of compliance with the Relevant Servicing Criteria for the
preceding fiscal year that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by
the Form 10-K required to be filed pursuant to Section 12.07, including, if
there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status
thereof, and (D) a statement that a registered public accounting firm has issued
an attestation report on such Reporting Servicer's assessment of compliance with
the Relevant Servicing Criteria as of and for such period.

            No later than ten (10) Business Days after the end of each fiscal
year for the Trust for which a Form 10-K is required to be filed, each Master
Servicer, the Special Servicer and the Trustee shall each forward to the Trustee
and the Depositor the name and address of each Servicing Function Participant
engaged by it during such fiscal year or portion thereof (except for any
Servicing Function Participant listed on Exhibit K hereto) and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When each Master Servicer,
Special Servicer, the Trustee and each Servicing Function Participant submit
their respective assessments to the Trustee and the Depositor, each such party
shall also at such time, if it has received the assessment (and attestation
required pursuant to Section 12.13) of each Servicing Function Participant
engaged by it, include such assessment (and attestation) in its submission to
the Trustee.

            Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with the Master Servicers, the Special Servicer, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the applicable
Master Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit U and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until May 1 in any given year that a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.

            The parties hereto acknowledge that a material instance of
noncompliance with the Relevant Servicing Criteria reported on an assessment of
compliance pursuant to this Section 12.12 by the Master Servicer, the Special
Servicer or the Trustee shall not, as a result of being so reported, in and of
itself, constitute a breach of such parties' obligations, as applicable, under
this Agreement unless otherwise provided for in this Agreement.

            Section 12.13 Annual Independent Public Accountants' Attestation. By
March 15 of each year in which the Trust is required to file a Form 10-K for the
preceding fiscal year, commencing in March 2008, or April 30 of each year in
which the Trust is not required to file a Form 10-K for the preceding fiscal
year, each Master Servicer, the Special Servicer and the Trustee, each at its
own expense, shall use reasonable efforts to cause, and each of the preceding
parties, as applicable, shall use commercially reasonable efforts to cause each
other Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Trust Mortgage Loans (other than any party to
this Agreement and any Sub-Servicer listed on Exhibit L hereto) to cause, each
at its own expense, a registered public accounting firm (which may also render
other services to a Master Servicer, the Special Servicer, the Trustee or such
other Servicing Function Participant, as the case may be) that is a member of
the American Institute of Certified Public Accountants to furnish a report to
the Trustee and the Depositor with a copy to the Controlling Class
Certificateholder for the preceding fiscal year, to the effect that (i) it has
obtained a representation regarding certain matters from the management of such
Reporting Servicer, which includes an assessment from such Reporting Servicer of
its compliance with the Relevant Servicing Criteria and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such Reporting Servicer's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such Reporting Servicer's assessment of compliance
with the Relevant Servicing Criteria. If an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for general use
and not contain restricted use language.

            Promptly after receipt of such report from a Master Servicer,
Special Servicer, the Trustee or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Trust Mortgage
Loans (other than any party to this Agreement and any Sub-Servicer listed on
Exhibit L hereto), (i) the Depositor shall have the right to review the report
and, if applicable, consult with such Master Servicer, the Special Servicer, the
Trustee or any such Servicing Function Participant as to the nature of any
material instance of noncompliance by such Master Servicer, the Special
Servicer, the Trustee or any such Servicing Function Participant with the
Relevant Servicing Criteria, as the case may be, in the fulfillment of any of
the applicable Master Servicer's, the Special Servicer's, the Trustee's or the
applicable Servicing Function Participant's obligations hereunder or under any
applicable sub-servicing agreement, and (ii) the Trustee shall confirm that each
assessment submitted pursuant to Section 12.12 is coupled with an attestation
meeting the requirements of this Section and notify the Depositor of any
exceptions. None of the Master Servicers, the Special Servicer, the Trustee nor
any Servicing Function Participant shall be required to deliver, or to endeavor
to cause the delivery of, such reports until April 30 in any given year so long
as a Form 10-K is not required to be filed in respect of the Trust for the
preceding fiscal year.

            Section 12.14 Exchange Act Reporting Indemnification. Each of the
Master Servicers, the Special Servicer and the Trustee shall indemnify and hold
harmless each other and each Certification Party, the Depositor and their
respective directors and officers, and each other person who controls any such
entity within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Certification Party arising out of (i)
an actual breach of its obligations under this Article XII or (ii) negligence,
bad faith or willful misconduct on its part in the performance of such
obligations.

            The Master Servicers, the Special Servicer and the Trustee shall use
commercially reasonable efforts to cause each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with
respect to the Trust Mortgage Loans (other than any party to this Agreement and
any Sub-Servicer listed on Exhibit L hereto) to indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Certification Party arising out of (i)
a breach of its obligations to provide any of the annual compliance statements
or annual assessment of servicing criteria or attestation reports pursuant to
this Agreement, or the applicable sub-servicing or primary servicing agreement,
as applicable, or (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations thereunder.

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then each Master
Servicer, the Special Servicer, Additional Servicer or other Servicing Function
Participant (the "Performing Party") shall contribute, as applicable, to the
amount paid or payable to the Certification Party as a result of the losses,
claims, damages or liabilities of the Certification Party in such proportion as
is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of
the Performing Party's obligations pursuant to this Article XII (or breach of
its representations or obligations under the applicable sub-servicing or primary
servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing
party's negligence, bad faith or willful misconduct in connection therewith. The
Master Servicers, Special Servicer and the Trustee shall use reasonable best
efforts to cause each Servicing Function Participant with which it has entered
into a servicing relationship (other than any party to this Agreement and any
Sub-Servicer listed on Exhibit L hereto) with respect to the Trust Mortgage
Loans to agree to the foregoing indemnification and contribution obligations.

            Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in
writing the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party under this Agreement except to the extent
that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the
indemnifying party has been notified of the commencement of such action, such
indemnifying party shall be entitled to participate therein (at its own expense)
and, to the extent that it may wish, shall be entitled to assume the defense
thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (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.

            Section 12.15 Amendments. Nothing contained in this Article XII
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. The
failure of any party to this Agreement other than the Depositor, or any of such
party's officers, to execute any Form 10-K shall not be regarded as a breach by
such party of any of its obligations under this Agreement. This Article XII may
be amended by the parties hereto pursuant to Section 12.01 for purposes of
complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage backed securities market, without any Opinions of Counsel,
Officer's Certificates, confirmations of ratings of the Certificates from any
Rating Agency or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement, provided, however, no such
amendment shall modify the obligations of Master Servicers or Special Servicer
under Section 11.10(c) or Sections 12.11, 12.12 or 12.13 hereunder.

            Section 12.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report and
Form 10-K report shall be signed by the Depositor in accordance with this
Agreement and any other procedures to be agreed upon by the Depositor and the
Trustee. The signing party at the Depositor can be contacted at Credit Suisse
First Boston Mortgage Securities Corp. at 11 Madison Avenue, New York, New York
10010, Attention: Jeffrey Altabef, with a copy to Casey McCutcheon, Esq. and the
signing party at the Trustee, if applicable, can be contacted at Wells Fargo
Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS) Credit Suisse First Boston Mortgage
Securities Corp. 2007-C5.

            (b) Notwithstanding anything in Section 10.05 to the contrary, any
notice required to be delivered to the Depositor under this Article XII shall be
properly given if sent by facsimile to (212) 743-5227 Attention: Jeffrey Altabef
(or such other number as the Depositor may instruct) and by email to
Jeffrey.altabef@credit-suisse.com (or such other email address as the Depositor
may instruct).

            (c) For the avoidance of doubt:

            (i) No Master Servicer or Special Servicer shall be subject to an
      Event of Default, as applicable, pursuant to Section 7.01(a)(xi) of this
      Agreement nor shall any such party be deemed to not be in compliance under
      this Agreement, prior to the date which causes Trustee to be delinquent in
      any filing obligation provided for under this Article XII, provided, that
      if any such party fails to comply with the delivery requirements of this
      Article XII which prevents the Trustee from making any required filing,
      such failure shall constitute an Event of Default; and

            (ii) No Master Servicer or Special Servicer shall be subject to an
      Event of Default, pursuant to Section 7.01(a)(xi) of this Agreement nor
      shall any such party be deemed to not be in compliance under this
      Agreement, for failing to deliver any item required under this Article XII
      by the time required hereunder with respect to any reporting period for
      which the Trust is not required to file Exchange Act Reports (which
      reporting periods will include any occurring after the Trustee files the
      Form 15 relating to the automatic suspension of reporting in respect of
      the Trust under the Exchange Act).

            Section 12.17 Termination of the Trustee. Notwithstanding anything
to the contrary contained in this Agreement, the Depositor may immediately
terminate the Trustee if the Trustee fails to comply with any of its obligations
under this Article XII; provided that (a) such termination shall not be
effective until a successor trustee shall have accepted the appointment, (b) the
Trustee may not be terminated if it cannot perform its obligations due to its
failure to properly prepare, arrange for execution or file on a timely basis any
Form 8-K, Form 10-K or Form 10-D or any amendments to such forms, any Form 15 or
any Form 12b-25 where such failure results from the Trustee's inability or
failure to receive, within the exact time frames set forth in this Agreement any
information, approval, direction or signature from any other party hereto needed
to prepare, arrange for execution or timely file any such Form 8-K, Form 10-K or
Form 10-D or any amendments to such forms or any form 12b-25 not resulting from
its own negligence, bad faith or willful misconduct, (c) the Trustee may not be
terminated if, following the Trustee's failure (which failure is not directly or
indirectly caused by the failure of any other party hereto to perform its
obligations fully within the exact applicable timeframe or otherwise by such
party's negligence, bad faith or willful misconduct) to comply with any of such
obligations under Sections 12.06, 12.07, 12.09, 12.11, 12.12 or 12.13 on or
prior to the dates by which such obligations are to be performed pursuant to,
and as set forth in, such Sections the Trustee subsequently complies with such
obligations before the Depositor gives written notice to it that it is
terminated in accordance with this Section 12.17 and (d) if the Trustee's
failure (which failure is not directly or indirectly caused by the failure of
any other party hereto to perform its obligations fully within the exact
applicable timeframe or otherwise by such party's negligence, bad faith or
willful misconduct) to comply does not cause it to fail in its obligations to
timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by
the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the
Depositor shall cease to have the right to terminate the Trustee under this
Section 12.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is so
filed.

<PAGE>

            IN WITNESS WHEREOF, the parties to this Pooling and Servicing
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.

                                       CREDIT SUISSE FIRST BOSTON
                                          MORTGAGE SECURITIES CORP.,
                                          as Depositor


                                       By: /s/ Jeffrey A. Altabef
                                          --------------------------------------
                                          Name: Jeffrey A. Altabef
                                          Title: Vice President


                                       KEYCORP REAL ESTATE CAPITAL
                                          MARKETS, INC.,
                                          as Master Servicer


                                       By: /s/ Bryan Nitcher
                                          --------------------------------------
                                          Name: Bryan Nitcher
                                          Title: Senior Vice President


                                       CAPMARK FINANCE INC.,
                                          as Master Servicer


                                       By: /s/ Jillian M. Brittin
                                          --------------------------------------
                                          Name: Jillian M. Brittin
                                          Title: Vice President


                                       CENTERLINE SERVICING INC.,
                                          as Special Servicer


                                       By: /s/ Paul Smyth
                                          --------------------------------------
                                          Name: Paul Smyth
                                          Title: President and COO


                                       WELLS FARGO BANK, N.A.,
                                          as Trustee


                                       By: /s/ Amy Mofsenson
                                          --------------------------------------
                                          Name: Amy Mofsenson
                                          Title: Vice President

<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 13th day of November 2007 before me, a notary public in and
for said State, personally appeared Jeffrey Altabef, known to me to be a Vice
President of Credit Suisse First Boston Mortgage Securities Corp., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                          /s/ Helen Salas
                                                           Notary Public

<PAGE>

STATE OF MISSOURI       )
                        )  ss.:
COUNTY OF JACKSON       )

            On the 14th day of November 2007 before me, a notary public in and
for said State, personally appeared Bryan Nitcher, known to me to be a SVP of
KeyCorp Real Estate Capital Markets, Inc., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of 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.

                                                        /s/ Patricia Clark
                                                           Notary Public

<PAGE>

COMMONWEALTH OF PENNSYLVANIA  )
                              ) ss.:

COUNTY OF MONTGOMERY          )

            On the 7th day of November 2007 before me, a notary public in and
for said State, personally appeared JILLIAN M. BRITTIN, known to me to be a Vice
President of Capmark Finance Inc., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    /s/ Catherine M. Millspaugh
                                                           Notary Public

<PAGE>

STATE OF TEXAS             )
                           )  ss.:
COUNTY OF DALLAS           )

            On the 8th day of November 2007 before me, a notary public in and
for said State, personally appeared Paul Smyth, known to me to be a President
and COO of Centerline Servicing, Inc., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                         /s/ Robin Behrns
                                                           Notary Public

<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 14th day of November 2007 before me, a notary public in and
for said State, personally appeared Amy Mofsenson, known to me to be a Vice
President 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.

                                                        /s/ Janet M. Jolley
                                                           Notary Public

<PAGE>



                                   EXHIBIT A-1

                 FORM OF CLASS A-SP & CLASS A-X CERTIFICATES

   CLASS [A-SP] [CLASS A-X] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2007-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-SP] [A-X] Certificates as of the
                                           Closing Date:
                                           $________________

Closing Date: November 14, 2007            Initial Certificate Notional Amount
First Distribution Date: December 17, 2007 of this Certificate as of the Closing
                                           Date:
                                           $________________

Master Servicer No. 1:                     Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets, Inc.  the Mortgage Loans as of the Closing
Master Servicer No. 2:                     Date ("Initial Pool Balance"):
Capmark Finance Inc.                       $2,720,810,685

Special Servicer:
Centerline Servicing Inc.

                                           Trustee:
                                           Wells Fargo Bank, N.A.

Certificate No. [A-X] [A-SP]-__            CUSIP No.: _____________
                                           Common Code: _____________
                                           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
TITLE I OF 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 ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR 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, KEYCORP REAL
ESTATE CAPITAL MARKETS, INC., CAPMARK FINANCE INC., CENTERLINE SERVICING INC.,
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

[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 notional amount
of this Certificate (its "Certificate Notional Amount") as of the Closing Date
by the aggregate notional amount of all the Class [A-SP][A-X] 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-SP][A-X] Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of November 1,
2007 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor", which term includes any successor entity
under the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as
master servicer (in such capacity, "Master Servicer No. 2" and, together with
Master Servicer No. 1, the "Master Servicers", which term includes any successor
entity under the Agreement), Centerline Servicing Inc., as special servicer (in
such capacity, the "Special Servicer", which term includes any successor entity
under the Agreement), 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 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 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.

      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 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 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
Securities (USA) LLC, the Depositor, the Trustee, the Master Servicers, the
Special Servicer, 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.

      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 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 Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, 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 Servicer,
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 Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the 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-SP][A-X] Certificates referred to in the
within-mentioned Agreement.

Dated: November 14 , 2007

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar


                                          By:
                                             -----------------------------------
                                             Authorized Representative

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________

      (please print or typewrite name and address including postal zip code
of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

      I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________
Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The Assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

      Distributions made by check (such check to be made payable to ____________
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

      This information is provided by _________________________________________,
the Assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-2

  FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB, CLASS A-4, CLASS A-1-A,
   CLASS A-M, CLASS A-1-AM, CLASS A-J, CLASS A-1-AJ, AND CLASS B CERTIFICATES

  CLASS [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-M], [A-1-AM], [A-J],
                                  [A-1-AJ], [B]

                        COMMERCIAL MORTGAGE PASS-THROUGH

                           CERTIFICATE, SERIES 2007-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
[variable]                                 [A-1], [A-2], [A-3], [A-AB], [A-4],
                                           [A-1-A], [A-M], [A-1-AM], [A-J],
                                           [A-1-AJ], [B] Certificates as of the
                                           Closing Date:
                                           $_________________

Closing Date: November 14, 2007            Initial Certificate Principal Balance
First Distribution Date: December 17,      of this Certificate as of the Closing
2007                                       $_________________

Master Servicer No. 1:                           Aggregate Stated Principal
KeyCorp Real Estate Capital Markets, Inc.  Balance of the Mortgage Loans as of
Master Servicer No. 2:                     the Closing Date ("Initial Pool
Capmark Finance Inc.                       Balance"): $2,720,810,685

Special Servicer:
Centerline Servicing Inc.

                                           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-1-AM],   Common Code: _____________
[A-J], [A-1-AJ], [B]                       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.

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
TITLE I OF 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 ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR 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., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., CAPMARK FINANCE INC., CENTERLINE SERVICING
INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF
THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

FOR CLASS A-M, CLASS A-J AND CLASS B 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-1-AM], [A-J], [A-1-AJ], [B] 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-1-AM], [A-J], [A-1-AJ], [B]
Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2007 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
"Master Servicer No. 1"), Capmark Finance Inc., as master servicer (in such
capacity, "Master Servicer No. 2" and, together with Master Servicer No. 1, the
"Master Servicers"), which term includes any successor entity under the
Agreement), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer", which term includes any successor entity under the
Agreement), 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-1-AM], [A-J], [A-1-AJ],
[B] 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.

      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 Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, 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 Servicer,
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 Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicers, the Special Servicer and the Trustee with the consent of the Holders
of Certificates entitled to not less than 51% of the Voting Rights allocated to
all of the Classes materially affected by the amendment (subject to certain
third-party beneficiary consent rights). Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of either REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>

      IN WITNESS WHEREOF, the 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-1-AM], [A-J], [A-1-AJ], [B] Certificates referred to in the within-mentioned
Agreement.

Dated: November 14, 2007

                                    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 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

  CLASS [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] COMMERCIAL

                MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2007-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 [C] [D]
                                       [E] [F] [G] [H] [J] [K] [L] [M] [N] [O]
                                       [P] [Q] [S]
                                       Certificates as of the Closing Date:
                                       $_________________

Closing Date: November 14, 2007        Initial Certificate Principal
First Distribution Date: December      Balance of this Certificate as of
17, 2007                               the Closing Date:
                                       $_________________

Master Servicer No. 1:                       Aggregate Stated Principal
KeyCorp Real Estate Capital Markets,   Balance of the Mortgage Loans as
Inc.                                   of the Closing Date ("Initial Pool
Master Servicer No. 2:                 Balance"): $2,720,810,685
Capmark Finance Inc.

Special Servicer:
Centerline Servicing Inc.

                                       Trustee:
                                       Wells Fargo Bank, N.A.

Certificate No. [C] [D] [E] [F] [G]    CUSIP No.: _____________
[H] [J] [K] [L] [M] [N] [O] [P] [Q]    Common Code: _____________
[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
TITLE I OF 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 ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR 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., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., CAPMARK FINANCE INC., CENTERLINE SERVICING
INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF
THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[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 [C] [D] [E] [F]
[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 [C] [D] [E] [F] [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, 2007 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, "Master Servicer No. 1"), Capmark
Finance Inc., as master servicer (in such capacity, "Master Servicer No. 2" and,
together with Master Servicer No. 1, the "Master Servicers", which term includes
any successor entity under the Agreement), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity under the Agreement), 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 [C] [D] [E] [F] [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 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.

      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 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 [C] [D] [E] [F] [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 Securities
(USA) LLC, the Trustee, the Master Servicers, the Special Servicer, 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.

      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 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 Servicer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicers, the
Special Servicer, 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 Masters Servicers, the Special
Servicer, 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 Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the 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 [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O]
[P] [Q] [S] Certificates referred to in the within-mentioned Agreement.

Dated: November 14, 2007

                                          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 2007-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 14, 2007      Percentage Interest evidenced by
First Distribution Date: December    this Class [V] Certificate: ______%
17, 2007

Master Servicer No. 1:                     Aggregate Stated Principal
KeyCorp Real Estate Capital          Balance of the Mortgage Loans as
Markets, Inc.                        of the Closing Date ("Initial Pool
Master Servicer No. 2:               Balance"): $2,720,810,685
Capmark Finance Inc.

Special Servicer:                    Trustee:
Centerline Servicing Inc.            Wells Fargo Bank, N.A.

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
TITLE I OF 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 ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR 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., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., CAPMARK FINANCE INC., CENTERLINE SERVICING
INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF
THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE UNITED STATES OR ANY OTHER PERSON.

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS, SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

      This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [V] Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of November 1,
2007 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor", which term includes any successor entity
under the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as
master servicer (in such capacity, "Master Servicer No. 2" and, together with
Master Servicer No. 1, the "Master Servicers", which term includes any successor
entity under the Agreement), Centerline Servicing Inc., as special servicer (in
such capacity, the "Special Servicer", which term includes any successor entity
under the Agreement), 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 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. 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 Securities (USA) LLC,
the Trustee, the Master Servicers, the Special Servicer, and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

      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 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 Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, 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 Servicer,
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 Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicers, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class to purchase from the Trust Fund all
the Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the 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 14, 2007

                                          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] [CLASS LR] CERTIFICATES

       [CLASS R] [CLASS LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-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 14, 2007      Percentage Interest evidenced by
First Distribution Date: December    this [Class R] [Class LR]
17, 2007                             Certificate: ___%

Master Servicer No. 1:               Aggregate Stated Principal Balance
KeyCorp Real Estate Capital          of the Mortgage Loans as of the
Markets, Inc.                        Closing Date ("Initial Pool
Master Servicer No. 2:               Balance"): $2,720,810,685.
Capmark Finance Inc.

Special Servicer:                    Trustee:
Centerline Servicing Inc.            Wells Fargo Bank, N.A.

Certificate No. [R] [LR]-___         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
TITLE I OF 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 ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR 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., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., CAPMARK FINANCE INC., CENTERLINE SERVICING
INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF
THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT
TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY
PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

      This certifies that WACHOVIA BANK, NATIONAL ASSOCIATION is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the [Class R] [Class LR] Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of November 1, 2007 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, "Master Servicer No. 1"), Capmark
Finance Inc., as master servicer (in such capacity, "Master Servicer No. 2" and,
together with Master Servicer No. 1, the "Master Servicers", which term includes
any successor entity under the Agreement), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer", which term includes any
successor entity under the Agreement), and Wells Fargo Bank, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
[Class R] [Class LR] Certificates on the applicable Distribution Date pursuant
to the Agreement. All distributions made under the Agreement on this Certificate
will be made by the 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 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. 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 Securities (USA) LLC,
the Trustee, the Master Servicers, the Special Servicer, and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

      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 and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or 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 and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the 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] [Class LR] Certificate to a Person that is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a [Class R] [Class LR]
Certificate to a Person that is not a Permitted Transferee.

      A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons and the governing documents of the
Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Tax Person.

      A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Master Servicer or the 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 or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

      If a Person is acquiring this Certificate as a fiduciary or agent for one
or more accounts, such Person shall be required to deliver to the Certificate
Registrar a certification to the effect that, and such other evidence as may be
reasonably required by the 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 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 Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, 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 Servicer,
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 Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

<PAGE>



      IN WITNESS WHEREOF, the 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] [Class LR] Certificates referred to in the
within-mentioned Agreement.

Dated: November 14, 2007

                                          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 B

                     SCHEDULE OF COLUMN TRUST MORTGAGE LOANS

                                 [see attached]

<PAGE>

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C5

<TABLE>
<CAPTION>



  #     Crossed   Loan Group #   Property Name                            Address
-----   -------   ------------   ------------------------------------     ----------------------------------------------------------
<S>     <C>         <C>          <C>                                      <C>
    1                    1       450 Lexington Avenue                     450 Lexington Avenue
    3                    1       TIAA Industrial Portfolio
  3.1                    1       TIAA - Cincinnati                        1200 and 1405 Worldwide Boulevard and 2055 and 2205
                                                                            Global Way
  3.2                    1       TIAA - Memphis                           4755 Southpoint Drive and 4895 and 5015 Citation Drive
  3.3                    1       TIAA - Atlanta                           1280 and 1300 Lakes Parkway and 100 Lakes Court
  3.4                    1       TIAA - San Diego                         9999 Olson Drive
  3.5                    1       TIAA - Salt Lake City                    1790-1910 South 5200 West
  3.6                    1       TIAA - Philadelphia                      2, 7 and 11 Boulden Circle
  3.7                    1       TIAA - Chicago (West Chicago)            1155 Harvester Drive
  3.8                    1       TIAA - Phoenix                           601 South 54th Avenue
  3.9                    1       TIAA - Dallas                            2101 Design Road
 3.10                    1       TIAA - Chicago (Bolingbrook)             465-477 Woodcreek Drive
 3.11                    1       TIAA - Oakland                           1942-1956 Sabre Street
    4                    1       Jericho Plaza (I & II)                   One and Two Jericho Plaza
    6                    2       Allanza at the Lakes                     8600 Starboard Drive and 3001 Lake East Drive
    8                    1       Fairfield Inn by Marriott Hotel
                                  Portfolio
  8.1                    1       Fairfield Inn - Amesbury                 35 Clarks Road
  8.2                    1       Fairfield Inn - Portsmouth               650 Borthwick Avenue Extension
  8.3                    1       Fairfield Inn - East Greenbush           124 Troy Road
  8.4                    1       Fairfield Inn - Manchester               860 South Porter Street
  8.5                    1       Fairfield Inn - Milford                  111 Schoolhouse Road
  8.6                    1       Fairfield Inn - Williston                2844 St. George Road
  8.7                    1       Fairfield Inn - Wallingford              100 Miles Drive
  8.8                    1       Fairfield Inn - Tewksbury                1695 Andover Street
  8.9                    1       Fairfield Inn - Woburn                   285 Mishawum Road
    9                    1       Mesilla Valley Mall                      700 South Telshor Boulevard
   11                    1       Palmer-Rochester Portfolio 1st
 11.1                    1       Imperial Manor Apartments                1773 Stone Road
 11.2                    1       Blossom Business Center                  465, 565-595 Blossom Road
 11.3                    1       Normandie - Brownstone Apartments        237-253 Alexander Street
 11.4                    1       Mount Read Business Center               2 and 10 Mount Read Boulevard
 11.5                    1       465 West Commercial                      465 West Commercial Street
   14                    1       Woodfield Crossing                       8440 & 8425 Woodfield Crossing Boulevard
   17                    1       Crossroads at Tolleson Shopping Center   9897 West McDowell Road
   18                    2       Drye Portfolio II
 18.1                    2       Gable Oaks                               752 Patriot Parkway
 18.2                    2       Heatherwood/Kensington                   1003 Southampton Drive
 18.3                    2       Autumn Park                              1110 Williamsboro Street
 18.4                    2       Arbor Glen                               643 South Pierce Street
 18.5                    2       Stonewood                                445 Shearers Chapel Road
   19                    2       Drye Portfolio I
 19.1                    2       Huntersville                             300 Hunters Road
 19.2                    2       Woodbrook                                2525 Woodbrook Lane
 19.3                    2       Lakewood                                 50 Lakewood Drive
 19.4                    2       Davidson                                 100 Horizon Court
   20      A             2       CP Fairways at Woodfield                 1001 Parkhurst Lane
   21      A             2       CP Rolling Hills                         891 Rolling Hills Lane
   22      A             2       CP Birchwood Pointe                      1500 Wood Pointe Lane
   23      A             2       CP Arbors of Lapeer Apartments           952 Dewey Street
   25                    2       Ivy Club Apartments                      1127 Ivy Club Lane
   26                    1       Sheraton Studio City                     5905 International Drive
   28                    1       Hilton St. Louis - Downtown              400 Olive Street
   30                    2       Breton Mill Apartments                   13555 Breton Ridge Drive
   31                    1       Salisbury Mall                           1935 Jake Alexander Boulevard
   33                    1       2400 Ogden Avenue                        2400 Ogden Avenue
   34                    1       Summit Plaza Shopping Center             3800 Southwest Freeway
   39                    1       Queen Creek Village                      21803 Ellsworth Road
   40                    1       Sea Crest                                588 Ocean Avenue
   41                    2       Hidden Lake Apartments                   6406 Hidden Lake Loop
   42                    1       Doubletree Burlington                    1117 Williston Road
   43                    1       Independence Village of Waterstone       701 Market Street
   44                    1       Kukui Mall                               1819 South Kihei Road
   45                    2       Champion Oaks Apartments                 14150 Wunderlich Road
   52                    1       Durango Town Center                      1125, 1145 and 1185 South Camino Del Rio
   53      B             2       Camelot Apartments                       2840 Robinson Street
   54      B             2       Crystal Street Apartments                219 Crystal Street
   56                    2       Peter Drive at Musky Ridge
 56.1                    2       Peter Drive                              1 Musky Ridge Drive and 620 Willow Grove Street
 56.2                    2       268 Main Street                          262-266 Main Street
   57      C             1       Grand Panama                             11503 Hutchison Boulevard
   58      C             1       Grand Panama Building A2                 11503 Hutchison Boulevard
   59                    1       Laurel Avenue Development                1777 Green Bay Road
   61                    1       Bernardo Heights Plaza                   15727 Bernardo Heights Parkway
   62                    2       Champions Glen                           6425 Oakley Road
   64                    2       Cross Creek                              5756 Cross Creek Drive
   65                    1       Mustang Crossing                         351, 426, 450 and 501 FM 548
   66                    2       Brady Station                            4401 East 52nd Street
   67                    1       Holiday Inn Select Winston Salem         5790 University Parkway
   68                    1       Holiday Inn Express Elko                 3019 Idaho Street
   70                    1       365 Canal Street                         365 Canal Street
   71                    2       Park West Apartments                     11845 West Avenue
   72                    2       Savannah Trails Apartments               1610 East McKinney Street
   73                    2       Oak Ridge Apartments                     11200 Perrin Beitel Road
   75                    1       Giant Eagle Plaza                        80 Whittlesey Avenue
   76                    1       Best Western Hotel & Suites Cary         1722 Walnut Street
   77                    1       Hampton Inn Bessemer                     4910 Civic Lane
   79                    1       Union Station Plaza                      962-982 Congress Street
   84                    1       University Corners                       2151-2193 South Taylor Road
   85                    1       Palmer Crossing - Parcel B               5300 Clark Road
   86                    1       Palazzo Shopping Center                  8222 East 103rd Street South
   87                    1       Storage King USA - Newark, NJ            1448 McCarter Highway
   89                    1       Best Western Westgate Inn York, PA       1415 Kenneth Road
   91                    1       Kmart Chicago                            5000 South Kedzie Avenue
   92                    2       Wickersham Green Apartments              2301 Wickersham Lane
   95                    1       Petsmart Tujunga                         6348 Foothill Boulevard
   98                    1       Comfort Inn & Suites Rawlins             2366 East Cedar Street
   99                    1       Fox Run                                  3121 MacIneery Drive
  101                    2       Princeton                                4300 Gus Thomasson Road
  103                    2       Salem Ridge Apartments                   231 Brierhurst Road
  105                    1       Hacienda Plaza                           755-899 North Hacienda Boulevard
  106                    1       Weeksville Crossing                      1805 Weeksville Road
  107                    1       Centre at Eagle's Nest                   5324 Atascocita Road
  109                    1       Bloomingdale Retail                      92-94 Stratford Drive
  110                    1       Cherry Hill Pointe Retail                1888 Route 70 East
  114                    1       Holcomb Bridge Business Center           2558-2662 Holcomb Bridge Road
  115                    1       Cahokia Village                          Camp Jackson Road and Range Lange
  120                    2       Greyberry Apartments                     3601 Hannan Road
  121                    1       Bayview Tower Office Building            400 Mann Street
  124                    1       Country Inn Stafford                     26 Wicomico Drive
  126                    2       Brookhollow Apartments                   704 East Waring Street
  127                    2       Western Parkview and Jefferson MHC
127.1                    2       Jefferson MHC                            3100 11th Avenue Southeast
127.2                    2       Western MHP                              1825 16th Street Southwest
127.3                    2       Parkview MHC                             625 15th Street Southeast
  130                    1       Tyler Building                           1603 Santa Rosa Road
  132                    1       8 Fairfield Boulevard                    8 Fairfield Boulevard
  133                    1       Holiday Inn Express Weatherford, OK      3825 East Main Street
  134                    1       Westlake Commons                         3106 Three Oaks Road
  135                    1       415 South San Pedro Street               415 South San Pedro Street
  136                    1       Masonic Temple Building                  133 Fayetteville Street
  137                    1       Alta Mesa Village                        5761 East Brown Road
  138                    1       Shoppes at Willow                        100 Willow Lane
  139                    1       Avalon Plaza                             23401-23565 Avalon Boulevard
  140                    1       1945 East Ridge Road                     1945 East Ridge Road
  141                    2       Pine Village North                       2400 Post Village Drive
  142                    2       The Gallery Apartments                   6220 Fairdale Lane
  145                    1       Champps Orland Park                      16165 La Grange Road
  146                    1       Cedar Ridge Crossing                     111 South Cedar Ridge Drive
  149                    1       1100 Summit Avenue                       1100 Summit Avenue
  150                    2       Pine Village East                        2889 Panthersville Road
  151                    1       Carolina Self Storage                    7205 US Highway 1 North
  152                    1       Green Springs Shopping Center            430 Green Springs Highway
  153                    2       Winkworth Garden Apts                    3179-3187 Bellevue Avenue
  154                    1       Carmichael Center                        131 Carmichael Road
  155                    2       Ustick Village Apartments                10887 West Ustick Road
  156                    1       Ranch at Scripps Trail                   10295, 10297 and 10299 Scripps Trail Drive
  157                    1       Costco & North Fork Bank                 325 Route 15
  158                    1       Centre Stage at High Point               1116 Eastchester Drive
  159                    1       98 Main Street                           98 Main Street
  160                    1       Spencer Square Shopping Center           8760 Madison Boulevard
  161                    2       MTW Apartments                           521 Beverly Avenue and 100-102 Third Street
  162                    1       San Saba Medical Office                  215 North San Saba
  163                    1       Village at Crooked Creek                 6300 Highway 9
  164                    1       Shoppes on 57th                          5000 South Louise Avenue
  165                    1       Montclair Retail                         4467 Mission Boulevard
  166                    1       Crismon Retail                           1116 South Crismon Road
  167                    1       2455 Towne Lake Parkway                  2455 Towne Lake Parkway
  168                    1       Cold Springs Retail                      180 Plaza Drive
  170                    1       Cobblestone Fiesta                       44600 West Smith-Enke Road
  171                    2       Bear Grounds I & II Apartments           1919 South 5th Street
  172                    2       Moorestown Oaks                          101 East Camden Avenue
  174                    2       Megan and Coleman Court Apartments       101-115 Megan Court & 1220 - 1227 Coleman Court
  175                    1       Oakmont Plaza                            16761 Saint Clair Avenue
  176                    1       Corsicana Medical                        1321 West Second Avenue
  177                    2       Reimer Apartments - Gretna               111, 115, 119 East Westplains and 610, 702 Chestnut Drive
  178                    2       Reimer Apartments - Millard              4860 and 4880 South 131st Street and 13106 and 13122 North
                                                                            Street
  179                    1       Avery Building                           2201 West Holcombe Boulevard
  180                    1       Santa Ana Office                         2001 East 1st Street
  181                    2       Monticello Court Apartments              409, 413, 500 and 504 Paladin Drive
  182                    1       Loveland Crossing                        1074 Loveland-Madeira Road
  183                    1       Fulton Hill Studios                      1000 Carlisle Avenue
  184                    1       Colonial Drive Mini Storage              304 South Colonial Drive
  185                    1       A-1 Self Storage                         1705 Feagin Drive
  186                    1       Chapel Hill Station                      3869 Chapel Hill Road
  187                    1       Coit Crossing                            3304 Coit Road
  188                    1       Hollywood Video Outlot                   2560 North Perris Boulevard
  189                    1       Mallard Place                            210 West Mallard Drive
  191                    1       Kyrene Industrial                        6315 South Kyrene Road
  192                    1       BMA Medical                              1002 East McDowell Road
  193                    1       Algonac Retail Center                    1055 St. Clair River Drive
  194                    1       Extra Space Self Storage                 4175 Winchester Road

<CAPTION>
                                                                     Units/
                                                                     Sq. Ft./
                                    Zip     Mortgage                 Rooms/      Original            Cut-off            Maturity
#       City                State   Code    Property Seller          Pads        Balance             Balance (1)        Balance (2)
-----   ------------------  -----   -----   ----------------------   ---------   -----------------   ----------------   ------------
<S>     <C>                 <C>     <C>     <C>                      <C>         <C>                 <C>                <C>
    1   New York            NY      10017   Column Financial, Inc.     910,473   $200,000,000 (11)   $200,000,000 (11)  $200,000,000
    3                                       Column Financial, Inc.               $186,000,000        $186,000,000       $174,860,950
  3.1   Hebron              KY      41048                            1,437,022    $51,613,000         $51,613,000        $48,522,034
  3.2   Memphis             TN      38118                            1,600,232    $43,392,000         $43,392,000        $40,793,367
  3.3   Lawrenceville       GA      30043                              650,253    $19,945,000         $19,945,000        $18,750,547
  3.4   San Diego           CA      92121                              200,000    $18,880,000         $18,880,000        $17,749,326
  3.5   Salt Lake City      UT      84104                              328,504    $12,015,000         $12,015,000        $11,295,454
  3.6   New Castle          DE      19720                              266,907    $10,625,000         $10,625,000         $9,988,696
  3.7   West Chicago        IL      60185                              212,922     $7,278,000          $7,278,000         $6,842,140
  3.8   Phoenix             AZ      85043                              136,704     $6,111,000          $6,111,000         $5,745,028
  3.9   Arlington           TX      76014                              201,600     $5,980,000          $5,980,000         $5,621,873
 3.10   Bolingbrook         IL      60440                              149,907     $5,424,000          $5,424,000         $5,099,171
 3.11   Hayward             CA      94545                               83,854     $4,737,000          $4,737,000         $4,453,314
    4   Jericho             NY      11753   Column Financial, Inc.     638,216   $163,750,000        $163,750,000       $163,750,000
    6   Las Vegas           NV      89117   Column Financial, Inc.         896    $85,000,000         $85,000,000        $85,000,000
    8                                       Column Financial, Inc.                $63,665,000         $63,665,000        $63,665,000
  8.1   Amesbury            MA      01913                                  105     $9,059,098          $9,059,098         $9,059,098
  8.2   Portsmouth          NH      03801                                  105     $8,707,438          $8,707,438         $8,707,438
  8.3   East Greenbush      NY      12061                                  105     $8,052,147          $8,052,147         $8,052,147
  8.4   Manchester          NH      03103                                  102     $7,023,736          $7,023,736         $7,023,736
  8.5   Milford             CT      06460                                  104     $6,930,207          $6,930,207         $6,930,207
  8.6   Williston           VT      05495                                  105     $6,751,491          $6,751,491         $6,751,491
  8.7   Wallingford         CT      06492                                  119     $6,165,700          $6,165,700         $6,165,700
  8.8   Tewksbury           MA      01876                                  133     $5,788,411          $5,788,411         $5,788,411
  8.9   Woburn              MA      01801                                  129     $5,186,772          $5,186,772         $5,186,772
    9   Las Cruces          NM      88011   Column Financial, Inc.     372,483    $54,000,000         $54,000,000        $54,000,000
   11                                       Column Financial, Inc.                $49,132,200         $49,132,200        $44,665,789
 11.1   Greece              NY      14615                                  354    $19,135,200         $19,135,200        $17,395,696
 11.2   Rochester           NY      14610                              325,863    $17,753,000         $17,753,000        $16,139,146
 11.3   Rochester           NY      14607                                  214     $8,844,000          $8,844,000         $8,040,027
 11.4   Rochester           NY      14611                               70,163     $1,854,000          $1,854,000         $1,685,461
 11.5   East Rochester      NY      14445                               45,000     $1,546,000          $1,546,000         $1,405,459
   14   Indianapolis        IN      46240   Column Financial, Inc.     381,718    $41,440,000 (21)    $41,440,000 (21)   $41,440,000
   17   Tolleson            AZ      85353   Column Financial, Inc.      99,435    $34,000,000         $34,000,000        $32,131,800
   18                                       Column Financial, Inc.                $33,975,000         $33,975,000        $33,975,000
 18.1   Rock Hill           SC      29730                                  252    $10,540,000         $10,540,000        $10,540,000
 18.2   Concord             NC      28027                                  226     $7,870,000          $7,870,000         $7,870,000
 18.3   Oxford              NC      27565                                  128     $7,020,000          $7,020,000         $7,020,000
 18.4   Eden                NC      27288                                   96     $4,880,000          $4,880,000         $4,880,000
 18.5   Mooresville         NC      28115                                   68     $3,665,000          $3,665,000         $3,665,000
   19                                       Column Financial, Inc.                $33,310,000         $33,310,000        $33,310,000
 19.1   Huntersville        NC      28078                                  174    $10,030,000         $10,030,000        $10,030,000
 19.2   Monroe              NC      28110                                  168     $9,830,000          $9,830,000         $9,830,000
 19.3   Salisbury           NC      28147                                  228     $6,970,000          $6,970,000         $6,970,000
 19.4   Concord             NC      28027                                  156     $6,480,000          $6,480,000         $6,480,000
   20   Grand Blanc         MI      48439   Column Financial, Inc.         204    $11,000,000         $11,000,000         $9,900,079
   21   Lapeer              MI      48446   Column Financial, Inc.         198    $10,000,000         $10,000,000         $9,000,072
   22   Midland             MI      48642   Column Financial, Inc.         154     $9,850,000          $9,850,000         $8,865,071
   23   Lapeer              MI      48446   Column Financial, Inc.          56     $2,400,000          $2,400,000         $2,176,065
   25   Landover            MD      20785   Column Financial, Inc.         283    $25,070,000         $25,070,000        $25,070,000
   26   Orlando             FL      32819   Column Financial, Inc.         301    $24,700,000         $24,700,000        $23,558,228
   28   St. Louis           MO      63102   Column Financial, Inc.         195    $21,600,000         $21,600,000        $20,780,201
   30   Houston             TX      77070   Column Financial, Inc.         392    $20,000,000         $20,000,000        $20,000,000
   31   Salisbury           NC      28147   Column Financial, Inc.     319,659    $19,930,000         $19,930,000        $17,777,494
   33   Lisle               IL      60532   Column Financial, Inc.     120,815    $18,750,000         $18,750,000        $16,745,345
   34   Houston             TX      77027   Column Financial, Inc.      42,698    $18,660,000         $18,660,000        $18,660,000
   39   Queen Creek         AZ      85242   Column Financial, Inc.      52,217    $15,200,000         $15,200,000        $14,228,632
   40   West Haven          CT      06516   Column Financial, Inc.          75    $14,000,000         $13,986,248        $11,325,510
   41   Fayetteville        NC      28304   Column Financial, Inc.         216    $13,500,000         $13,500,000        $12,131,752
   42   South Burlington    VT      05403   Column Financial, Inc.         161    $12,850,000         $12,850,000        $11,132,477
   43   Oxford              MI      48371   Column Financial, Inc.         145    $12,700,000         $12,604,366        $10,723,041
   44   Kihei               HI      96753   Column Financial, Inc.      40,974    $12,550,000         $12,550,000        $12,550,000
   45   Houston             TX      77069   Column Financial, Inc.         252    $12,500,000         $12,500,000        $12,500,000
   52   Durango             CO      81303   Column Financial, Inc.      41,517    $10,200,000         $10,200,000         $9,564,481
   53   Jackson             MS      39209   Column Financial, Inc.         287     $6,150,000          $6,139,866         $5,285,595
   54   Ames                IA      50010   Column Financial, Inc.          98     $4,050,000          $4,043,265         $3,476,842
   56                                       Column Financial, Inc.                 $9,975,000          $9,975,000         $8,750,918
 56.1   Hackettstown        NJ      07840                                   84     $9,054,000          $9,054,000         $7,942,938
 56.2   Hackettstown        NJ      07840                                   18       $921,000            $921,000           $807,980
   57   Panama City Beach   FL      32407   Column Financial, Inc.      39,578     $8,325,000          $8,325,000         $7,512,756
   58   Panama City Beach   FL      32407   Column Financial, Inc.       6,450     $1,375,000          $1,375,000         $1,343,142
   59   Highland Park       IL      60035   Column Financial, Inc.      29,359     $9,700,000          $9,700,000         $8,919,054
   61   San Diego           CA      92128   Column Financial, Inc.      37,729     $9,600,000          $9,581,233         $8,101,429
   62   Union City          GA      30291   Column Financial, Inc.         166     $9,320,000          $9,320,000         $9,320,000
   64   Indianapolis        IN      46254   Column Financial, Inc.         208     $9,280,000          $9,280,000         $9,280,000
   65   Forney              TX      75126   Column Financial, Inc.      39,282     $9,250,000          $9,250,000         $8,413,837
   66   Odessa              TX      79762   Column Financial, Inc.         262     $9,000,000          $9,000,000         $8,451,287
   67   Winston-Salem       NC      27105   Column Financial, Inc.         150     $9,000,000          $8,967,543         $7,107,423
   68   Elko                NV      89801   Column Financial, Inc.          77     $8,900,000          $8,869,633         $7,094,443
   70   New York            NY      10013   Column Financial, Inc.           3     $8,750,000          $8,750,000         $7,549,347
   71   San Antonio         TX      78216   Column Financial, Inc.         328     $8,700,000          $8,700,000         $7,828,716
   72   Denton              TX      76209   Column Financial, Inc.         308     $8,500,000          $8,494,653         $7,410,643
   73   San Antonio         TX      78217   Column Financial, Inc.         216     $8,300,000          $8,300,000         $7,468,776
   75   Norwalk             OH      44857   Column Financial, Inc.      59,034     $8,070,000          $8,070,000         $7,191,064
   76   Cary                NC      27511   Column Financial, Inc.         140     $8,000,000          $7,971,166         $6,318,321
   77   Bessemer            AL      35022   Column Financial, Inc.          84     $7,900,000          $7,870,448         $6,198,902
   79   Portland            ME      04102   Column Financial, Inc.     114,911     $7,500,000          $7,477,859         $6,191,318
   84   University Heights  OH      44118   Column Financial, Inc.      43,018     $7,130,000          $7,112,214         $6,097,385
   85   Sarasota            FL      34233   Column Financial, Inc.      56,510     $7,074,000          $7,074,000         $6,619,800
   86   Tulsa               OK      74133   Column Financial, Inc.      59,060     $7,065,000          $7,059,846         $6,074,286
   87   Newark              NJ      07104   Column Financial, Inc.      62,584     $6,790,000          $6,790,000         $6,114,537
   89   York                PA      17408   Column Financial, Inc.         104     $6,635,000          $6,635,000         $5,984,637
   91   Chicago             IL      60632   Column Financial, Inc.     167,700     $6,600,000          $6,596,010         $5,801,882
   92   Austin              TX      78741   Column Financial, Inc.         190     $6,425,000          $6,425,000         $5,932,599
   95   Tujunga             CA      91042   Column Financial, Inc.      34,265     $6,340,000          $6,322,285         $5,356,330
   98   Rawlins             WY      82301   Column Financial, Inc.          65     $6,175,000          $6,161,795         $4,993,490
   99   Council Bluffs      IA      51501   Column Financial, Inc.          66     $6,000,000          $5,987,537         $5,235,371
  101   Mesquite            TX      75150   Column Financial, Inc.         164     $5,700,000          $5,700,000         $5,700,000
  103   Winston-Salem       NC      27104   Column Financial, Inc.         120     $5,600,000          $5,600,000         $5,600,000
  105   La Puente           CA      91744   Column Financial, Inc.     120,334     $5,323,000          $5,314,907         $4,625,855
  106   Elizabeth City      NC      27909   Column Financial, Inc.      40,928     $5,200,000          $5,200,000         $4,478,114
  107   Humble              TX      77346   Column Financial, Inc.      23,524     $5,074,000          $5,074,000         $4,538,465
  109   Bloomingdale        IL      60108   Column Financial, Inc.      18,495     $5,000,000          $5,000,000         $4,339,325
  110   Cherry Hill         NJ      08003   Column Financial, Inc.      19,860     $4,926,000          $4,926,000         $4,412,077
  114   Alpharetta          GA      30022   Column Financial, Inc.      70,165     $4,800,000          $4,800,000         $4,659,165
  115   Cahokia             IL      62206   Column Financial, Inc.      96,426     $4,789,000          $4,789,000         $4,362,078
  120   Wayne               MI      48184   Column Financial, Inc.         124     $4,400,000          $4,400,000         $3,909,246
  121   Corpus Christi      TX      78401   Column Financial, Inc.     118,935     $4,360,000          $4,360,000         $3,817,516
  124   Stafford            VA      22554   Column Financial, Inc.          58     $4,235,000          $4,224,677         $3,631,479
  126   Dayton              TX      77535   Column Financial, Inc.         128     $4,100,000          $4,100,000         $3,953,302
  127                                       Column Financial, Inc.                 $4,100,000          $4,100,000         $3,626,545
127.1   Minot               ND      58701                                  230     $2,136,376          $2,136,376         $1,889,675
127.2   Minot               ND      58701                                  101     $1,001,966          $1,001,966           $886,263
127.3   Minot               ND      58701                                  114       $961,657            $961,657           $850,608
  130   Richmond            VA      23229   Column Financial, Inc.      31,627     $4,000,000          $4,000,000         $3,574,664
  132   Wallingford         CT      06492   Column Financial, Inc.      43,628     $3,860,000          $3,860,000         $3,446,402
  133   Weatherford         OK      73096   Column Financial, Inc.          65     $3,800,000          $3,795,833         $3,016,536
  134   Cary                IL      60013   Column Financial, Inc.      16,897     $3,690,000          $3,690,000         $3,355,813
  135   Los Angeles         CA      90013   Column Financial, Inc.      60,200     $3,550,000          $3,542,216         $3,080,195
  136   Raleigh             NC      27601   Column Financial, Inc.      32,961     $3,500,000          $3,500,000         $3,121,918
  137   Mesa                AZ      85205   Column Financial, Inc.      34,140     $3,446,000          $3,446,000         $3,243,720
  138   McDonough           GA      30253   Column Financial, Inc.      24,000     $3,450,000          $3,438,092         $2,927,052
  139   Carson              CA      90745   Column Financial, Inc.      64,457     $3,330,000          $3,324,193         $2,847,070
  140   Irondequoit         NY      14622   Column Financial, Inc.      77,335     $3,300,000          $3,300,000         $2,955,022
  141   Smyrna              GA      30080   Column Financial, Inc.          76     $3,240,000          $3,240,000         $3,240,000
  142   Houston             TX      77057   Column Financial, Inc.         101     $3,230,000          $3,230,000         $2,854,831
  145   Orland Park         IL      60467   Column Financial, Inc.       9,420     $3,175,000          $3,154,677         $2,693,279
  146   Duncanville         TX      75116   Column Financial, Inc.      64,492     $3,143,000          $3,143,000         $2,819,646
  149   Plano               TX      75074   Column Financial, Inc.      52,318     $3,078,000          $3,075,837         $2,656,171
  150   Decatur             GA      30034   Column Financial, Inc.          76     $3,040,000          $3,040,000         $3,040,000
  151   Southern Pines      NC      28387   Column Financial, Inc.      53,614     $3,000,000          $2,995,271         $2,591,990
  152   Homewood            AL      35209   Column Financial, Inc.      56,996     $3,000,000          $2,992,749         $2,570,456
  153   Syracuse            NY      13219   Column Financial, Inc.          80     $2,950,000          $2,950,000         $2,684,888
  154   Hudson              WI      54016   Column Financial, Inc.      13,945     $2,940,000          $2,940,000         $2,820,264
  155   Boise               ID      83713   Column Financial, Inc.          64     $2,750,000          $2,745,374         $2,357,485
  156   San Diego           CA      92131   Column Financial, Inc.      10,030     $2,685,000          $2,685,000         $2,685,000
  157   Wharton             NJ      07885   Column Financial, Inc.     183,388     $2,660,000          $2,660,000         $2,376,281
  158   High Point          NC      27265   Column Financial, Inc.      67,075     $2,587,500          $2,567,053         $1,716,083
  159   Southington         CT      06489   Column Financial, Inc.      22,481     $2,500,000          $2,500,000         $2,235,327
  160   Madison             AL      35759   Column Financial, Inc.      89,906     $2,500,000          $2,482,141         $2,125,294
  161   Morgantown          WV      26505   Column Financial, Inc.          31     $2,450,000          $2,444,938         $2,016,107
  162   San Antonio         TX      78207   Column Financial, Inc.      21,910     $2,440,000          $2,440,000         $2,202,011
  163   Alpharetta          GA      30004   Column Financial, Inc.      15,700     $2,452,500          $2,436,766         $2,079,785
  164   Sioux Falls         SD      57108   Column Financial, Inc.      15,517     $2,429,000          $2,429,000         $2,085,194
  165   Montclair           CA      91763   Column Financial, Inc.       5,856     $2,426,000          $2,426,000         $2,189,903
  166   Mesa                AZ      85208   Column Financial, Inc.       9,920     $2,350,000          $2,350,000         $2,090,854
  167   Woodstock           GA      30189   Column Financial, Inc.      12,000     $2,350,000          $2,350,000         $2,035,346
  168   Cold Spring         KY      41076   Column Financial, Inc.      13,600     $2,280,000          $2,273,659         $1,931,438
  170   Maricopa            AZ      85239   Column Financial, Inc.       8,920     $2,235,000          $2,235,000         $2,024,502
  171   Waco                TX      76706   Column Financial, Inc.         108     $2,100,000          $2,089,653         $1,643,892
  172   Moorestown          NJ      08057   Column Financial, Inc.          32     $2,060,000          $2,055,166         $1,940,664
  174   Charlottesville     VA      22901   Column Financial, Inc.          22     $1,925,000          $1,920,290         $1,643,753
  175   Calcutta            OH      43920   Column Financial, Inc.      17,292     $1,920,000          $1,915,638         $1,659,547
  176   Corsicana           TX      75110   Column Financial, Inc.      18,227     $1,897,000          $1,894,309         $1,658,507
  177   Gretna              NE      68028   Column Financial, Inc.          35     $1,864,000          $1,857,985         $1,600,098
  178   Omaha               NE      68137   Column Financial, Inc.          26     $1,860,000          $1,853,997         $1,596,664
  179   Houston             TX      77030   Column Financial, Inc.      26,715     $1,850,000          $1,845,850         $1,601,239
  180   Santa Ana           CA      92705   Column Financial, Inc.      26,789     $1,800,000          $1,796,987         $1,546,799
  181   Greenville          NC      27834   Column Financial, Inc.          54     $1,718,000          $1,718,000         $1,511,158
  182   Loveland            OH      45140   Column Financial, Inc.      18,460     $1,655,000          $1,651,426         $1,438,309
  183   Richmond            VA      23231   Column Financial, Inc.      33,932     $1,550,000          $1,550,000         $1,378,056
  184   Cleburne            TX      76033   Column Financial, Inc.      57,400     $1,513,000          $1,506,540         $1,292,794
  185   Lufkin              TX      75904   Column Financial, Inc.     104,410     $1,500,000          $1,500,000         $1,351,218
  186   Douglasville        GA      30135   Column Financial, Inc.      12,000     $1,500,000          $1,496,294         $1,281,912
  187   Plano               TX      75023   Column Financial, Inc.      15,045     $1,500,000          $1,493,306         $1,274,636
  188   Perris              CA      92571   Column Financial, Inc.       7,040     $1,424,000          $1,417,631         $1,209,699
  189   Boise               ID      83706   Column Financial, Inc.      14,177     $1,400,000          $1,397,955         $1,220,115
  191   Tempe               AZ      85283   Column Financial, Inc.      16,963     $1,180,000          $1,179,191         $1,020,744
  192   Phoenix             AZ      85006   Column Financial, Inc.       7,468     $1,000,000            $995,869           $857,878
  193   Algonac             MI      48001   Column Financial, Inc.       7,000       $925,000            $920,247           $789,096
  194   Memphis             TN      38118   Column Financial, Inc.      36,228       $824,000            $824,000           $798,898
<CAPTION>




                        Initial         Orig            Rem.            Orig            Rem.
        Fee/            Interest Only   Amort.          Amort.          Term to         Term to            Interest
#       Leasehold       Term            Term            Term (1)        Maturity (7)    Maturity (1)(7)    Rate
-----   -------------   -------------   -------------   -------------   -------------   ----------------   ----------------
<S>     <C>             <C>             <C>             <C>             <C>             <C>                <C>
    1   Leasehold                  60   Interest Only   Interest Only              60                56        7.0425580645%
    3   Various                    60             360             360             120               116              6.3800%
  3.1   Fee
  3.2   Fee/Leasehold
  3.3   Fee
  3.4   Fee
  3.5   Fee
  3.6   Fee
  3.7   Fee
  3.8   Fee
  3.9   Fee
 3.10   Fee
 3.11   Fee
    4   Fee                       120   Interest Only   Interest Only             120               114              5.6460%
    6   Fee                        84   Interest Only   Interest Only              84                79              5.8560%
    8   Fee                        84   Interest Only   Interest Only              84                78              5.6700%
  8.1   Fee
  8.2   Fee
  8.3   Fee
  8.4   Fee
  8.5   Fee
  8.6   Fee
  8.7   Fee
  8.8   Fee
  8.9   Fee
    9   Fee                       119   Interest Only   Interest Only             119               116              5.7990%
   11   Fee                        36             360             360             120               117              6.3100%
 11.1   Fee
 11.2   Fee
 11.3   Fee
 11.4   Fee
 11.5   Fee
   14   Fee                        60   Interest Only   Interest Only              60                55    6.12619884169884%
   17   Fee                        60             360             360             114               110              6.1760%
   18   Fee                        60   Interest Only   Interest Only              60                55              6.0500%
 18.1   Fee
 18.2   Fee
 18.3   Fee
 18.4   Fee
 18.5   Fee
   19   Fee                        60   Interest Only   Interest Only              60                55              6.0500%
 19.1   Fee
 19.2   Fee
 19.3   Fee
 19.4   Fee
   20   Fee                        36             360             360             120               117              5.7900%
   21   Fee                        36             360             360             120               117              5.7900%
   22   Fee                        36             360             360             120               117              5.7900%
   23   Fee                        36             360             360             120               117              6.1700%
   25   Fee                       120   Interest Only   Interest Only             120               119              5.6500%
   26   Fee                        12             360             360              60                57              6.3900%
   28   Fee                        12             360             360              60                58              7.3200%
   30   Fee                       120   Interest Only   Interest Only             120               115              6.4300%
   31   Fee                        23             360             360             120               116              6.3660%
   33   Fee                        24             360             360             120               118              6.3500%
   34   Fee                       120   Interest Only   Interest Only             120               118              6.3550%
   39   Fee                        60             360             360             120               116              6.0500%
   40   Fee                         0             300             299             119               118              7.2625%
   41   Fee                        36             360             360             119               118              5.6300%
   42   Fee                         0             360             360             120               120              6.7500%
   43   Fee                         0             360             352             120               112              5.8400%
   44   Fee                       120   Interest Only   Interest Only             120               119              6.3200%
   45   Fee                       120   Interest Only   Interest Only             120               115              6.4300%
   52   Fee                        60             360             360             120               115              6.1825%
   53   Fee                         0             360             358             120               118              6.4600%
   54   Fee                         0             360             358             120               118              6.4200%
   56   Fee                        12             360             360             120               116              6.4300%
 56.1   Fee
 56.2   Fee
   57   Fee                        36             360             360             119               116              5.8500%
   58   Fee                        36             360             360              59                56              5.8500%
   59   Fee                        36             360             360             113               113              6.4000%
   61   Fee                         0             360             358             118               116              5.7000%
   62   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
   64   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
   65   Fee                        36             360             360             120               117              6.3400%
   66   Fee                        60             360             360             120               116              6.2900%
   67   Fee                         0             300             297             120               117              6.5870%
   68   Fee                         0             300             297             120               117              6.8800%
   70   Fee                         0             360             360             120               120              6.6000%
   71   Fee                        36             360             360             122               117              5.9400%
   72   Fee                         0             360             359             120               119              6.9800%
   73   Fee                        36             360             360             122               117              5.9400%
   75   Fee                        24             360             360             121               118              6.3125%
   76   Fee                         0             300             297             120               117              6.5900%
   77   Fee                         0             300             297             120               117              6.3900%
   79   Fee                         0             324             321             120               117              6.6900%
   84   Fee                         0             360             357             120               117              6.2800%
   85   Fee                        60             360             360             121               117              6.1175%
   86   Fee                         0             360             359             120               119              6.4700%
   87   Fee                        36             360             360             120               114              5.8150%
   89   Fee                        24             360             360             120               120              6.8200%
   91   Fee                         0             360             359             117               116              7.1100%
   92   Fee                        48             360             360             120               115              6.2130%
   95   Fee                         0             360             357             119               116              5.8000%
   98   Fee                         0             300             298             120               118              7.3500%
   99   Fee                         0             360             357             120               117              7.0100%
  101   Fee                        60   Interest Only   Interest Only              60                55              6.5500%
  103   Fee                       120   Interest Only   Interest Only             120               112              6.6800%
  105   Fee                         0             360             358             119               117              6.8025%
  106   Fee                        12             360             360             119               119              5.6500%
  107   Fee                        24             360             360             119               117              6.3520%
  109   Fee                         0             360             360             115               115              6.4900%
  110   Fee                        24             360             360             120               117              6.4800%
  114   Fee                        24             360             360              60                56              6.9950%
  115   Fee                        36             360             360             120               116              6.4100%
  120   Fee                        24             360             360             120               115              6.1100%
  121   Fee                        12             360             360             120               118              6.3600%
  124   Fee                         0             360             357             120               117              6.3750%
  126   Fee                        24             360             360              60                55              6.0700%
  127   Fee                        24             360             360             120               114              5.9100%
127.1   Fee
127.2   Fee
127.3   Fee
  130   Fee                        24             360             360             120               118              6.3800%
  132   Fee                        24             360             360             120               116              6.3300%
  133   Fee                         0             300             299             120               119              6.7500%
  134   Fee                        36             360             360             120               117              6.3300%
  135   Fee                         0             360             357             120               117              6.8000%
  136   Fee                        24             360             360             120               119              6.2900%
  137   Fee                        60             360             360             120               116              6.4800%
  138   Fee                         0             360             356             121               117              6.0675%
  139   Fee                         0             360             358             119               117              6.2125%
  140   Fee                        24             360             360             120               119              6.4700%
  141   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
  142   Fee                        24             360             360             120               115              5.8800%
  145   Fee                         0             360             353             120               113              6.0000%
  146   Fee                        18             360             360             120               118              6.9600%
  149   Fee                         0             360             359             120               119              6.6025%
  150   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
  151   Fee                         0             360             358             120               118              6.6500%
  152   Fee                         0             360             357             121               118              6.4100%
  153   Fee                        36             360             360             120               118              6.3750%
  154   Fee                        12             360             360              60                57              6.9925%
  155   Fee                         0             360             358             120               118              6.3700%
  156   Fee                       120   Interest Only   Interest Only             120               118              6.9700%
  157   Fee                        24             360             360             120               119              6.3600%
  158   Fee                         0             240             236             120               116              6.2900%
  159   Fee                        24             360             360             120               117              6.4000%
  160   Fee                         0             360             352             120               112              6.0700%
  161   Fee                         0             324             322             120               118              6.5900%
  162   Fee                        24             360             360             120               118              6.8450%
  163   Fee                         0             360             353             120               113              5.9900%
  164   Fee                         0             360             360             120               120              6.4200%
  165   Fee                        36             360             360             118               116              5.7900%
  166   Fee                        24             360             360             122               119              6.3200%
  167   Fee                         0             360             360             120               120              6.7400%
  168   Fee                         0             360             357             118               115              5.8200%
  170   Fee                        36             360             360             121               117              6.1900%
  171   Fee                         0             300             296             121               117              6.4050%
  172   Fee                         0             360             357              60                57              6.5300%
  174   Fee                         0             360             357             122               119              6.3600%
  175   Fee                         0             360             357             120               117              6.6600%
  176   Fee                         0             360             358             120               118              7.0900%
  177   Fee                         0             360             356             119               115              6.3400%
  178   Fee                         0             360             356             119               115              6.3400%
  179   Fee                         0             360             357             120               117              6.7100%
  180   Fee                         0             360             358             119               117              6.3925%
  181   Fee                        18             360             360             122               118              6.2700%
  182   Fee                         0             360             357             120               117              6.8600%
  183   Fee                        12             360             360             120               116              6.9850%
  184   Fee                         0             360             355             120               115              6.2500%
  185   Fee                        24             360             360             120               119              6.7525%
  186   Fee                         0             360             357             121               118              6.3200%
  187   Fee                         0             360             355             120               115              6.0600%
  188   Fee                         0             360             355             120               115              6.0500%
  189   Fee                         0             360             358             120               118              6.9700%
  191   Fee                         0             360             359             120               119              6.6900%
  192   Fee                         0             360             355             120               115              6.3900%
  193   Fee                         0             360             354             120               114              6.1900%
  194   Fee                        24             360             360              59                55              6.6700%

<CAPTION>
                           First
        Monthly            Payment      Maturity                                 Administration    Letter of
#       Payment            Date         Date         ARD (8)   Defeasance (10)   Fees              Credit
-----   --------------     ----------   ----------   -------   ---------------   --------------    -----------
<S>     <C>                <C>          <C>          <C>       <C>               <C>               <C>
    1   $1,844,596 (11)    8/11/2007    7/11/2012    N/A       Yes                      0.02082%   N/A
    3   $1,161,006         8/11/2007    7/11/2017    N/A       Yes                      0.06082%   $21,000,000
  3.1
  3.2
  3.3
  3.4
  3.5
  3.6
  3.7
  3.8
  3.9
 3.10
 3.11
    4     $781,144         6/11/2007    5/11/2017    N/A       No                       0.02082%   N/A
    6     $420,561         7/11/2007    6/11/2014    N/A       Yes                      0.03332%   N/A
    8     $304,995         6/11/2007    5/11/2014    N/A       No                       0.02082%   $11,000,000
  8.1
  8.2
  8.3
  8.4
  8.5
  8.6
  8.7
  8.8
  8.9
    9     $264,579         9/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   11     $304,435         9/11/2007    8/11/2017    N/A       Yes                      0.02082%   N/A
 11.1
 11.2
 11.3
 11.4
 11.5
   14     $214,496 (21  )  7/11/2007    6/11/2012    N/A       Yes (22)                 0.02082%   N/A
   17     $207,710         8/11/2007    1/11/2017    N/A       Yes                      0.02082%   N/A
   18     $173,670         7/11/2007    6/11/2012    N/A       Yes                      0.02082%   N/A
 18.1
 18.2
 18.3
 18.4
 18.5
   19     $170,270         7/11/2007    6/11/2012    N/A       Yes                      0.02082%   N/A
 19.1
 19.2
 19.3
 19.4
   20      $64,473         9/11/2007    8/11/2017    N/A       Yes                      0.06082%    $1,000,000
   21      $58,612         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   22      $57,732         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   23      $14,653         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   25     $119,677         11/11/2007   10/11/2017   N/A       Yes                      0.02082%   N/A
   26     $154,338         9/11/2007    8/11/2012    N/A       Yes                      0.02082%   N/A
   28     $148,377         10/11/2007   9/11/2012    N/A       Yes                      0.02082%   N/A
   30     $108,655         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   31     $124,220         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   33     $116,669         10/11/2007   9/11/2017    N/A       Yes                      0.03082%   N/A
   34     $100,193         10/11/2007   9/11/2017    N/A       Yes                      0.03332%   N/A
   39      $91,621         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   40     $101,306         11/11/2007   9/11/2017    N/A       Yes                      0.02082%   N/A
   41      $77,756         11/11/2007   9/11/2017    N/A       Yes                      0.03332%   N/A
   42      $83,345         12/11/2007   11/11/2017   N/A       Yes                      0.02082%   N/A
   43      $74,841         4/11/2007    3/11/2017    N/A       Yes                      0.03082%   N/A
   44      $67,015         11/11/2007   10/11/2017   N/A       Yes                      0.03082%   N/A
   45      $67,909         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   52      $62,356         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   53      $38,711         10/11/2007   9/11/2017    N/A       Yes                      0.05082%   N/A
   54      $25,386         10/11/2007   9/11/2017    N/A       Yes                      0.05082%   N/A
   56      $62,590         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
 56.1
 56.2
   57      $49,113         9/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   58       $8,112         9/11/2007    7/11/2012    N/A       No                             0.02082%   N/A
   59      $60,674         12/11/2007   4/11/2017    N/A       Yes                            0.02082%   N/A
   61      $55,718         10/11/2007   7/11/2017    N/A       Yes                            0.02082%   N/A
   62      $44,531         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
   64      $44,339         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
   65      $57,496         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
   66      $55,649         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   67      $61,259         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   68      $62,224         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   70      $55,883         12/11/2007   11/11/2017   N/A       Yes                            0.02082%   N/A
   71      $51,826         7/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
   72      $56,437         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
   73      $49,443         7/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
   75      $50,017         9/11/2007    9/11/2017    N/A       Yes                            0.03332%   N/A
   76      $54,467         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   77      $52,800         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   79      $50,080         9/11/2007    8/11/2017    N/A       No                             0.02082%   N/A
   84      $44,040         9/11/2007    8/11/2017    N/A       Yes                            0.06082%   N/A
   85      $42,948         8/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
   86      $44,516         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
   87      $39,905         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
   89      $43,344         12/11/2007   11/11/2017   N/A       Yes                            0.02082%   N/A
   91      $44,399         11/11/2007   7/11/2017    N/A       Yes                            0.03332%   N/A
   92      $39,405         7/11/2007    6/11/2017    N/A       Yes                            0.03332%   N/A
   95      $37,200         9/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   98      $45,032         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
   99      $39,958         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  101      $31,545         7/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A
  103      $31,606         4/11/2007    3/11/2017    N/A       Yes                            0.02082%   N/A
  105      $34,711         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  106      $30,016         12/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  107      $31,579         10/11/2007   8/11/2017    N/A       Yes                            0.03332%   N/A
  109      $31,571         12/11/2007   6/11/2017    N/A       Yes                            0.03082%   N/A
  110      $31,071         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  114      $31,918         8/11/2007    7/11/2012    N/A       Yes                            0.03332%      $250,000
  115      $29,987         8/11/2007    7/11/2017    N/A       Yes                            0.03082%   N/A
  120      $26,692         7/11/2007    6/11/2017    N/A       Yes                            0.06082%   N/A
  121      $27,158         10/11/2007   9/11/2017    N/A       Yes                            0.03332%   N/A
  124      $26,421         9/11/2007    8/11/2017    N/A       No                             0.03332%   N/A
  126      $24,766         7/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A
  127      $24,345         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
127.1
127.2
127.3
  130      $24,968         10/11/2007   9/11/2017    N/A       No                             0.02082%   N/A
  132      $23,968         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
  133      $26,255         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  134      $22,912         9/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
  135      $23,143         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  136      $21,641         11/11/2007   10/11/2017   N/A       Yes                            0.03332%   N/A
  137      $21,736         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
  138      $20,834         8/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  139      $20,422         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  140      $20,793         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  141      $15,481         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
  142      $19,117         7/11/2007    6/11/2017    N/A       Yes                            0.03332%   N/A
  145      $19,036         5/11/2007    4/11/2017    N/A       Yes                            0.02082%   N/A
  146      $20,826         10/11/2007   9/11/2017    N/A       Yes                            0.03332%   N/A
  149      $19,663         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  150      $14,525         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
  151      $19,259         10/11/2007   9/11/2017    N/A       Yes                            0.09082%   N/A
  152      $18,785         9/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  153      $18,404         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  154      $19,545         9/11/2007    8/11/2012    N/A       Yes                            0.02082%   N/A
  155      $17,147         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  156      $15,812         10/11/2007   9/11/2017    N/A       No                             0.02082%   N/A
  157      $16,569         11/11/2007   10/11/2017   N/A       Yes                            0.03332%   N/A
  158      $18,973         8/11/2007    7/11/2017    N/A       Yes                            0.03332%   N/A
  159      $15,638         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  160      $15,101         4/11/2007    3/11/2017    N/A       Yes                            0.11082%   N/A
  161      $16,202         10/11/2007   9/11/2017    N/A       Yes                            0.09082%   N/A
  162      $15,980         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  163      $14,688         5/11/2007    4/11/2017    N/A       Yes                            0.02082%   N/A
  164      $15,225         12/11/2007   11/11/2017   N/A       Yes                            0.05082%   N/A
  165      $14,219         10/11/2007   7/11/2017    N/A       Yes                            0.02082%   N/A
  166      $14,577         9/11/2007    10/11/2017   N/A       Yes                            0.02082%   N/A
  167      $15,226         12/11/2007   11/11/2017   N/A       Yes                            0.11082%   N/A
  168      $13,407         9/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  170      $13,674         8/11/2007    8/11/2017    N/A       No                             0.02082%   N/A
  171      $14,055         8/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  172      $13,061         9/11/2007    8/11/2012    N/A       Yes                            0.02082%   N/A
  174      $11,991         9/11/2007    10/11/2017   N/A       Yes                            0.02082%   N/A
  175      $12,338         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  176      $12,736         10/11/2007   9/11/2017    N/A       Yes                            0.02082%      $125,000
  177      $11,586         8/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  178      $11,561         8/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  179      $11,950         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  180      $11,250         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  181      $10,600         8/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  182      $10,856         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  183      $10,297         8/11/2007    7/11/2017    N/A       Yes                            0.16082%   N/A
  184       $9,316         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  185       $9,731         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  186       $9,304         9/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  187       $9,051         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  188       $8,583         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  189       $9,286         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  191       $7,606         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  192       $6,249         7/11/2007    6/11/2017    N/A       Yes                            0.06082%   N/A
  193       $5,659         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
  194       $5,301         8/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A

<CAPTION>


                                                 Earthquake   Environmental   Net Mortgage
#       Letter of Credit Description             Insurance    Insurance       Rate
-----   --------------------------------------   ----------   -------------   ------------
<S>     <C>                                      <C>          <C>             <C>
    1   N/A                                      Yes          No              7.0217410645%
    3   In lieu of Initial Deposit to Earnout
         Reserve and TILC Reserve                Yes          No              6.3191830000%
  3.1                                            Yes          No
  3.2                                            Yes          No
  3.3                                            Yes          No
  3.4                                            Yes          No
  3.5                                            Yes          No
  3.6                                            Yes          No
  3.7                                            Yes          No
  3.8                                            Yes          No
  3.9                                            Yes          No
 3.10                                            Yes          No
 3.11                                            Yes          No
    4   N/A                                      Yes          No              5.6251830000%
    6   N/A                                      N/A          No              5.8226830000%
    8   PIP Letter of Credit                     Yes          No              5.6491830000%
  8.1                                            Yes          No
  8.2                                            Yes          No
  8.3                                            Yes          No
  8.4                                            Yes          No
  8.5                                            Yes          No
  8.6                                            Yes          No
  8.7                                            Yes          No
  8.8                                            Yes          No
  8.9                                            Yes          No
    9   N/A                                      Yes          No              5.7781830000%
   11   N/A                                      N/A          No              6.2891830000%
 11.1                                            N/A          No
 11.2                                            N/A          No
 11.3                                            N/A          No
 11.4                                            N/A          No
 11.5                                            N/A          No
   14   N/A                                      Yes          No              6.1053818417%
   17   N/A                                      N/A          No              6.1551830000%
   18   N/A                                      Yes          No              6.0291830000%
 18.1                                            Yes          No
 18.2                                            Yes          No
 18.3                                            Yes          No
 18.4                                            Yes          No
 18.5                                            Yes          No
   19   N/A                                      Yes          No              6.0291830000%
 19.1                                            Yes          No
 19.2                                            Yes          No
 19.3                                            Yes          No
 19.4                                            Yes          No
   20   In lieu of Earnout Reserve               N/A          No              5.7291830000%
   21   N/A                                      N/A          No              5.7291830000%
   22   N/A                                      N/A          No              5.7291830000%
   23   N/A                                      N/A          No              6.1091830000%
   25   N/A                                      Yes          No              5.6291830000%
   26   N/A                                      Yes          No              6.3691830000%
   28   N/A                                      Yes          No              7.2991830000%
   30   N/A                                      N/A          No              6.3966830000%
   31   N/A                                      Yes          No              6.3451830000%
   33   N/A                                      N/A          No              6.3191830000%
   34   N/A                                      Yes          No              6.3216830000%
   39   N/A                                      N/A          No              6.0291830000%
   40   N/A                                      N/A          No              7.2416830000%
   41   N/A                                      N/A          No              5.5966830000%
   42   N/A                                      N/A          No              6.7291830000%
   43   N/A                                      Yes          No              5.8091830000%
   44   N/A                                      Yes          No              6.2891830000%
   45   N/A                                      N/A          No              6.3966830000%
   52   N/A                                      Yes          No              6.1491830000%
   53   N/A                                      N/A          No              6.4091830000%
   54   N/A                                      N/A          No              6.3691830000%
   56   N/A                                      N/A          No              6.4091830000%
 56.1                                            N/A          No
 56.2                                            N/A          No
   57   N/A                                      N/A          No              5.8291830000%
   58   N/A                                      N/A          No              5.8291830000%
   59   N/A                                      N/A          No              6.3791830000%
   61   N/A                                      N/A          No              5.6791830000%
   62   N/A                                      Yes          No              5.6341830000%
   64   N/A                                      Yes          No              5.6341830000%
   65   N/A                                      Yes          No              6.3066830000%
   66   N/A                                      Yes          No              6.2691830000%
   67   N/A                                      N/A          No              6.5661830000%
   68   N/A                                      N/A          No              6.8591830000%
   70   N/A                                      N/A          No              6.5791830000%
   71   N/A                                      N/A          No              5.9091830000%
   72   N/A                                      Yes          No              6.9591830000%
   73   N/A                                      N/A          No              5.9091830000%
   75   N/A                                      N/A          No              6.2791830000%
   76   N/A                                      N/A          No              6.5691830000%
   77   N/A                                      N/A          No              6.3691830000%
   79   N/A                                      Yes          No              6.6691830000%
   84   N/A                                      Yes          No              6.2191830000%
   85   N/A                                      N/A          No              6.0841830000%
   86   N/A                                      N/A          No              6.4491830000%
   87   N/A                                      N/A          No              5.7941830000%
   89   N/A                                      N/A          No              6.7991830000%
   91   N/A                                      Yes          No              7.0766830000%
   92   N/A                                      Yes          No              6.1796830000%
   95   N/A                                      N/A          No              5.7791830000%
   98   N/A                                      N/A          No              7.3291830000%
   99   N/A                                      N/A          No              6.9891830000%
  101   N/A                                      N/A          No              6.5291830000%
  103   N/A                                      N/A          No              6.6591830000%
  105   N/A                                      N/A          No              6.7816830000%
  106   N/A                                      N/A          No              5.6291830000%
  107   N/A                                      N/A          No              6.3186830000%
  109   N/A                                      N/A          No              6.4591830000%
  110   N/A                                      N/A          No              6.4591830000%
  114   In lieu of the cash deposit into the
         Earnout Reserve                         N/A          No              6.9616830000%
  115   N/A                                      Yes          No              6.3791830000%
  120   N/A                                      N/A          No              6.0491830000%
  121   N/A                                      N/A          No              6.3266830000%
  124   N/A                                      N/A          No              6.3416830000%
  126   N/A                                      Yes          No              6.0491830000%
  127   N/A                                      N/A          Yes             5.8891830000%
127.1                                            N/A          Yes
127.2                                            N/A          Yes
127.3                                            N/A          Yes
  130   N/A                                      N/A          Yes             6.3591830000%
  132   N/A                                      N/A          No              6.3091830000%
  133   N/A                                      N/A          No              6.7291830000%
  134   N/A                                      N/A          No              6.2991830000%
  135   N/A                                      N/A          Yes             6.7791830000%
  136   N/A                                      N/A          No              6.2566830000%
  137   N/A                                      N/A          No              6.4591830000%
  138   N/A                                      N/A          Yes             6.0466830000%
  139   N/A                                      N/A          No              6.1916830000%
  140   N/A                                      N/A          No              6.4491830000%
  141   N/A                                      Yes          No              5.6341830000%
  142   N/A                                      N/A          No              5.8466830000%
  145   N/A                                      Yes          No              5.9791830000%
  146   N/A                                      N/A          No              6.9266830000%
  149   N/A                                      N/A          No              6.5816830000%
  150   N/A                                      Yes          No              5.6341830000%
  151   N/A                                      N/A          Yes             6.5591830000%
  152   N/A                                      N/A          No              6.3891830000%
  153   N/A                                      N/A          Yes             6.3541830000%
  154   N/A                                      N/A          Yes             6.9716830000%
  155   N/A                                      N/A          Yes             6.3491830000%
  156   N/A                                      N/A          No              6.9491830000%
  157   N/A                                      N/A          No              6.3266830000%
  158   N/A                                      Yes          No              6.2566830000%
  159   N/A                                      N/A          Yes             6.3791830000%
  160   N/A                                      N/A          No              5.9591830000%
  161   N/A                                      N/A          Yes             6.4991830000%
  162   N/A                                      N/A          Yes             6.8241830000%
  163   N/A                                      N/A          No              5.9691830000%
  164   N/A                                      N/A          Yes             6.3691830000%
  165   N/A                                      N/A          No              5.7691830000%
  166   N/A                                      N/A          Yes             6.2991830000%
  167   N/A                                      N/A          No              6.6291830000%
  168   N/A                                      Yes          Yes             5.7991830000%
  170   N/A                                      N/A          Yes             6.1691830000%
  171   N/A                                      Yes          No              6.3716830000%
  172   N/A                                      N/A          Yes             6.5091830000%
  174   N/A                                      N/A          Yes             6.3391830000%
  175   N/A                                      N/A          Yes             6.6391830000%
  176   Lease Renewal Reserve                    N/A          No              7.0691830000%
  177   N/A                                      N/A          Yes             6.3191830000%
  178   N/A                                      N/A          Yes             6.3191830000%
  179   N/A                                      N/A          No              6.6766830000%
  180   N/A                                      N/A          No              6.3716830000%
  181   N/A                                      N/A          Yes             6.2491830000%
  182   N/A                                      N/A          No              6.8266830000%
  183   N/A                                      N/A          No              6.8241830000%
  184   N/A                                      N/A          Yes             6.2291830000%
  185   N/A                                      N/A          Yes             6.7316830000%
  186   N/A                                      N/A          Yes             6.2991830000%
  187   N/A                                      N/A          No              6.0391830000%
  188   N/A                                      N/A          Yes             6.0291830000%
  189   N/A                                      N/A          Yes             6.9491830000%
  191   N/A                                      N/A          Yes             6.6691830000%
  192   N/A                                      N/A          Yes             6.3291830000%
  193   N/A                                      N/A          Yes             6.1691830000%
  194   N/A                                      N/A          No              6.6491830000%

</TABLE>

(A)   The Underlying Mortgage Loans secured by CP Fairways at Woodfield, CP
      Rolling Hills, CP Birchwood Pointe and CP Arbors of Lapeer Apartments are
      cross-collateralized and cross-defaulted.

(B)   The Underlying Mortgage Loans secured by Camelot Apartments and Crystal
      Street Apartments are cross-collateralized and cross-defaulted.

(C)   The Underlying Mortgage Loans secured by Grand Panama and Grand Panama
      Building A2 are cross-collateralized and cross-defaulted.

(D)   The Underlying Mortgage Loans secured by Ritz Coral Springs and
      Chick-fil-A Building, Starbucks Outparcel and Chick-fil-A, Bradenton are
      cross-collateralized and cross-defaulted.

(1)   Based on a Cut-off date in November 2007.

(2)   At maturity with respect to Balloon Loans or at the anticipated repayment
      date in the case of ARD Loans, there can be no assurance that the value of
      any particular Mortgaged Property will not have declined from the original
      appraisal value.

(3)   For hospitality properties, the occupancy presented above is the occupancy
      concluded by the respective loan seller at underwriting based on
      historical performance and future outlook. For further description of the
      underwriting criteria, please see "Description of the Sponsors" in the
      accompanying free writing prospectus.

(4)   In the case of cross-collateralized and cross-defaulted underlying
      mortgage loans, the combined LTV is presented for each and every related
      underlying mortgage loan.

(5)   U/W NCF reflects the net cash flow after underwritten replacement
      reserves, underwritten LC's & TI's and underwritten FF&E.

(6)   DSCR is based on the amount of the monthly payments presented. In the case
      of cross-collateralized and cross-defaulted underlying mortgage loans the
      combined DSCR is presented for each and every related underlying mortgage
      loan.

(7)   At maturity with respect to Balloon Loans or at the anticipated repayment
      date in the case of ARD Loans.

(8)   Anticipated Repayment Date.

(9)   Prepayment Provision as of Origination:
      Lock/(x) = Lockout or Defeasance for (x) payments
      YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for
       (y) payments
      A%/(y) = A% Prepayment for (y) payments
      0.0%/(z) = Prepayable at par for (z) payments

(10)  "Yes" means that defeasance is permitted notwithstanding the Lockout
      Period.

(11)  The 450 Lexington Avenue Total Debt has an original balance of $600.0
      million, which is comprised of the $310.0 million Mortgage Loan and the
      $290.0 million Mezzanine Loan. A $200.0 million pari-passu portion of the
      450 Lexington Avenue Mortgage Loan is included in this transaction and as
      such is expected to be the controlling interest with respect to the Total
      Debt. The remaining portion of the Mortgage Loan totaling $110.0 million
      will be syndicated outside the trust. All calculations are based on the
      $310.0 million Mortgage Loan.

(12)  Stabilized appraised value, cutoff LTV, and maturity LTV as of 6/1/2008
      will be $250,000,000.00, 76.3%, and 76.3% respectively.

(13)  With respect to the Gulf Coast Town Center Phases I & II mortgage loan, in
      addition to the yield maintenance option, the loan has the option to be
      prepaid by defeasance at any time after the date which is two years and 15
      days from the "startup day" of the REMIC Trust.

(14)  Letter of Credit in the amount of $8,200,000.00 will be provided by
      KeyBank at the time the loan is sold to the Trust.

(15)  In lieu of the Earnout Reserve and TI/LC Reserve deposits, the borrower
      posted a letter of credit in the amount of $21 million. The letter of
      credit corresponds to the existing disbursement requirements per the loan
      documents. The first $8.5 million of the Earnout Reserve may be released
      to the TI/LC Reserve once the current Debt Service Coverage Ratio reaches
      1.20x on the interest only debt service. The remaining $12.5 million of
      the Earnout Reserve may only be released once the current Debt Service
      Coverage Ratio reaches 1.20x on debt service based on a thirty-year
      amortization schedule, over a trailing 12-month period.

(16)  The 60 Wall Street Total Debt has an original balance of $925.0 million. A
      $130.0 million pari-passu portion of the 60 Wall Street Mortgage Loan is
      included in this transaction. The remaining portion of the Mortgage Loan
      totaling $795.0 million will be syndicated outside the trust. All
      calculations are based on the $925.0 million Mortgage Loan.

(17)  The Commerce Corporate Plaza Loan may be prepaid in part using certain
      reserve amounts up to $9.1 million beginning in February 2008, such
      prepayment to be accompanied by a yield maintenance payment by the
      borrower.

(18)  The loan is locked out for the first two years from the "startup day" of
      the REMIC Trust, however, the borrower has the option to partially release
      any two (2) properties during the lockout period. Based on the Allocated
      Release Price per the Loan Agreement, a maximum of $17,766,536 can be
      prepaid during the lockout period with yield maintenance.

(19)  The $75.487 million is bridge equity structured as debt at the parent
      level (the parent of the individual uncrossed SPE borrowers under the
      related underlying mortgage loan and other mortgage loans not included in
      the issuing entity), and is not secured by the related mortgaged real
      property. The loan is secured by a Collateral Assignment of Special
      Funding Agreement, which is simply a funding agreement with an indirect,
      ultimate Australian parent entity that has contractually agreed to advance
      funds to the Bridge Loan borrower as needed pursuant to the terms of the
      funding agreement. Lender is also the beneficiary of a Guaranty Agreement
      by Babcock & Brown Real Estate Investments LLC, a Delaware limited
      liability company, which guaranty backstops the enforceability of the
      Collateral Assignment of Special Funding Agreement. The loan is scheduled
      to mature March 31, 2008, but may be extended for 120 days. The loan is
      interest only at LIBOR + 1.25% for the term of the loan.

(20)  Stabilized appraised value, cutoff LTV, and maturity LTV as of 10/1/2010
      will be $77,700,000.00, 63.8%, and 63.8% respectively.

(21)  The Woodfield Crossing Total Debt is evidenced by a $41.44 million
      mortgage loan, which will be an asset of the issuing entity and a $5.0
      million mezzanine loan. The mezzanine loan is secured by a pledge of
      ownership interest in the borrower, has market lender protections and is
      subject to a market intercreditor agreement. All calculations are based on
      the $41.44 million mortgage loan.

(22)  With respect to the Woodfield Crossing mortgage loan, in addition to the
      yield maintenance option, the loan has the option to be prepaid by
      defeasance at any time after the date which is two years from the "startup
      day" of the REMIC Trust. Additionally, the borrower may partially release
      certain properties at any time during the term of the loan. Such partial
      releases are made with no payment due to Lender. However, there is an LTV
      requirement associated with such releases, for which the borrower may need
      to make a partial prepayment in order to satisfy the requirement.

(23)  The FF&E reserve increases to 3% in the second year of the loan term, and
      4% thereafter.

(24)  With respect to the Central New York Medical Center mortgage loan, in
      addition to the yield maintenance option, the loan has the option to be
      prepaid by defeasance at any time after the date which is two years and 15
      days from the "startup day" of the REMIC Trust.

(25)  The FF&E reserve increases to 4% in the second year of the loan term.

(26)  With respect to the Albers Mill mortgage loan, in addition to the yield
      maintenance option, the loan has the option to be defeased at any time on
      and after the first business day following September 27, 2009, which is
      the two-year anniversary of the "startup day" of the related single-asset
      REMIC. In addition, the Albers Mill borrower has the option to pay a
      declining fixed premium in lieu of yield maintenance on and after the 60th
      payment due date.

(27)  The Cochran - Simi Valley mortgage is structured with an $800,000 earnout
      and an $80,000 paydown premium. The Cut-Off LTV, U/W DSCR and current DSCR
      shown are net of earnout. Maturity LTV is shown at full leverage.

(28)  The current LTV is based on the "As-is" Appraised Value. The Property is
      expected to reach stabilization on 5/8/2009 with a stabilized appraised
      value of $7.8 million, which will result in an LTV of 73.1%.

(29)  Additionally, there is a subordinate $650,000 intercompany loan made to
      the related borrower by one of its affiliates that is secured by the
      related mortgaged real property. The lender under such loan is subject to
      a subordination and standstill agreement, has no rights and only receives
      cash flow to the extent available after any and all amounts due under the
      mortgage loan included in the issuing entity.

(30)  Beginning on the Payment date 11/11/13, the monthly contractual
      replacement reserve will be $662.64.

(31)  With respect to the West LA Self Storage mortgage loan, in addition to the
      yield maintenance option, the loan has the option to be prepaid by
      defeasance at any time after the date which is two years and 15 days from
      the "startup day" of the REMIC Trust.


<PAGE>

                                   EXHIBIT B-2

                    SCHEDULE OF KEYBANK TRUST MORTGAGE LOANS

                                [see attached]

<PAGE>

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C5


<TABLE>
<CAPTION>



#     Crossed   Loan Group #   Property Name                                 Address                         City            State
---   -------   ------------   -------------------------------------------   -----------------------------   -------------   -----
<S>   <C>       <C>            <C>                                           <C>                             <C>             <C>
  2                        1   Gulf Coast Town Center Phases I & II          9903 Gulf Coast Main Street     Fort Myers      FL
 10                        2   Olentangy Commons Apartments                  4765 Blairfield Drive           Columbus        OH
 12                        1   7700 Irvine Spectrum Center                   7700 Irvine Center Drive        Irvine          CA
 27                        1   Central New York Medical Center               739 Irving Avenue               Syracuse        NY
 38                        1   High Point Shopping Center                    21051 Haggerty Road             Novi            MI
 49                        1   Hattiesburg Grand 18                          100 Grand Avenue                Hattiesburg     MS
 51                        1   ShopKo Lacey, WA                              5500 Martin Way East            Lacey           WA
 60                        1   Gateway Medical Plaza                         27450 Tourney Road              Santa Clarita   CA
 78                        1   ShopKo Orem, UT                               125 South State Street          Orem            UT
 81                        1   Hampton Inn - Mount Laurel                    5000 Crawford Place             Mount Laurel    NJ
 82                        1   Orleans Marketplace                           136 Route 6A                    Orleans         MA
102                        1   8010 Building                                 8010 East McDowell Road         Scottsdale      AZ
108                        2   56th and O Street Lofts                       5500 Shady Creek Court          Lincoln         NE
111   D                    1   Ritz Coral Springs and Chick-fil-A Building   1341 North University Drive     Coral Springs   FL
112   D                    1   Starbucks Outparcel                           2217 Hamilton Place Boulevard   Chattanooga     TN
113   D                    1   Chick-fil-A, Bradenton                        5206 East 73rd Lane             Bradenton       FL
118                        1   Gallery at Rivergate                          2021 Gallatin Pike              Madison         TN
119                        1   Storage Depot (Airport Storage)               276 Mount Hermon Road           Scotts Valley   CA
123                        1   Walgreens-Malone                              305 West Main Street            Malone          NY
128                        1   Crystal Square Shopping Center                6851 Southeast Maricamp Road    Ocala           FL
129                        1   Mineral Building                              1241 West Mineral Avenue        Littleton       CO
131                        1   Ashley Burlington                             1439 University Drive           Burlington      NC
143                        1   West LA Self Storage                          5450 Slauson Avenue             Culver City     CA
144                        2   6011 Gaston                                   6011 Gaston Avenue              Dallas          TX
148                        1   Calvine Road Self Storage                     8980 Calvine Road               Elk Grove       CA
173                        1   South Elati Building                          7852 South Elati Street         Littleton       CO
190                        1   Eye Plaza                                     4836 Northfield Road            North Randall   OH

<CAPTION>


                                     Units/
                                     Sq. Ft./                                                            Initial
      Mortgage                       Rooms/     Original       Cut-off        Maturity       Fee/        Interest Only
#     Property Seller                Pads       Balance        Balance (1)    Balance (2)    Leasehold   Term
---   ----------------------------   --------   ------------   ------------   ------------   ---------   -------------
<S>   <C>                            <C>        <C>            <C>            <C>            <C>         <C>
  2   KeyBank National Association    991,027   $190,800,000   $190,800,000   $190,800,000   Fee                   120
 10   KeyBank National Association        827    $49,600,000    $49,600,000    $49,600,000   Fee                    60
 12   KeyBank National Association    206,868    $45,000,000    $45,000,000    $45,000,000   Fee                   120
 27   KeyBank National Association    110,928    $24,500,000    $24,500,000    $24,500,000   Fee                   120
 38   KeyBank National Association    117,157    $15,439,000    $15,439,000    $14,398,675   Fee                    60
 49   KeyBank National Association     57,367    $10,400,000    $10,315,067     $8,042,944   Fee                     0
 51   KeyBank National Association     98,034    $10,280,000    $10,280,000    $10,280,000   Fee                   120
 60   KeyBank National Association     32,944     $9,650,000     $9,650,000     $8,679,902   Fee                    24
 78   KeyBank National Association    100,734     $7,760,000     $7,760,000     $7,760,000   Fee                   120
 81   KeyBank National Association        126     $7,300,000     $7,300,000     $7,300,000   Fee                   120
 82   KeyBank National Association     86,676     $7,250,000     $7,250,000     $6,513,302   Fee                    36
102   KeyBank National Association     43,368     $5,625,000     $5,625,000     $5,625,000   Fee                   120
108   KeyBank National Association         96     $5,000,000     $5,000,000     $4,682,127   Fee                    60
111   KeyBank National Association      7,075     $2,470,000     $2,470,000     $2,250,728   Fee                    36
112   KeyBank National Association      3,660     $1,304,000     $1,304,000     $1,224,598   Fee                    60
113   KeyBank National Association     63,162     $1,050,000     $1,050,000       $936,799   Fee                    24
118   KeyBank National Association     80,577     $4,500,000     $4,500,000     $4,206,067   Fee                    60
119   KeyBank National Association     52,824     $4,500,000     $4,500,000     $4,285,654   Fee                    36
123   KeyBank National Association     14,820     $4,250,000     $4,250,000     $3,975,419   Fee                    60
128   KeyBank National Association     58,298     $4,000,000     $4,000,000     $3,633,647   Fee                    36
129   KeyBank National Association     42,088     $4,000,000     $4,000,000     $3,623,764   Fee                    36
131   KeyBank National Association     30,000     $3,950,000     $3,940,943     $3,197,363   Fee                     0
143   KeyBank National Association     68,958     $3,250,000     $3,217,118        $44,584   Leasehold               0
144   KeyBank National Association         45     $3,156,000     $3,156,000     $2,957,303   Fee                    60
148   KeyBank National Association     76,300     $3,100,000     $3,100,000     $3,029,284   Fee                    36
173   KeyBank National Association     32,400     $2,000,000     $1,994,890     $1,705,428   Fee                     0
190   KeyBank National Association     13,500     $1,300,000     $1,292,931     $1,101,223   Fee                     0

<CAPTION>



      Orig            Rem.            Orig           Rem.                                      First
      Amort.          Amort.          Term to        Term to            Interest    Monthly    Payment     Maturity
#     Term            Term (1)        Maturity (7)   Maturity (1) (7)   Rate        Payment    Date        Date       ARD (8)
---   -------------   -------------   ------------   ----------------   --------    --------   -------     --------   --------
<S>   <C>             <C>             <C>            <C>                <C>         <C>        <C>         <C>        <C>
  2   Interest Only   Interest Only            120                116     5.6010%   $890,559   8/1/2007    7/1/2017   N/A
 10   Interest Only   Interest Only             60                 55     5.6600%   $237,196   7/1/2007    6/1/2012   N/A
 12   Interest Only   Interest Only            120                117     5.9900%   $227,745   9/1/2007    8/1/2017   N/A
 27   Interest Only   Interest Only            120                116     6.2200%   $128,755   8/1/2007    7/1/2017   N/A
 38             360             360            120                118     5.7800%    $90,392   10/1/2007   9/1/2017   N/A
 49             300             294            120                114     5.9500%    $66,690   6/1/2007    5/1/2017   N/A
 51   Interest Only   Interest Only            120                113     5.8400%    $50,724   5/1/2007    4/1/2017   N/A
 60             360             360            120                117     6.6800%    $62,141   9/1/2007    8/1/2037   8/1/2017
 78   Interest Only   Interest Only            120                113     5.8400%    $38,290   5/1/2007    4/1/2017   N/A
 81   Interest Only   Interest Only            120                118     5.8500%    $36,082   10/1/2007   9/1/2017   N/A
 82             360             360            120                117     5.7000%    $42,079   9/1/2007    8/1/2017   N/A
102   Interest Only   Interest Only            120                117     6.0300%    $28,658   9/1/2007    8/1/2017   N/A
108             360             360            120                117     6.0800%    $30,235   9/1/2007    8/1/2017   N/A
111             360             360            120                118     6.4400%    $15,515   10/1/2007   9/1/2037   9/1/2017
112             360             360            120                117     6.3000%     $8,071   9/1/2007    8/1/2037   8/1/2017
113             360             360            120                117     6.3000%     $6,499   9/1/2007    8/1/2037   8/1/2017
118             360             360            120                117     5.9400%    $26,806   9/1/2007    8/1/2017   N/A
119             360             360             84                 81     6.2400%    $27,678   9/1/2007    8/1/2014   N/A
123             360             360            120                118     6.0000%    $25,481   10/1/2007   9/1/2037   9/1/2017
128             360             360            120                117     6.2700%    $24,681   9/1/2007    8/1/2037   8/1/2017
129             360             360            120                118     6.1300%    $24,317   10/1/2007   9/1/2017   N/A
131             324             322            120                118     6.0600%    $24,796   10/1/2007   9/1/2034   9/1/2017
143             180             177            180                177     5.9100%    $27,268   9/1/2007    8/1/2022   N/A
144             360             360            120                117     6.1300%    $19,186   9/1/2007    8/1/2017   N/A
148             360             360             60                 57     6.1200%    $18,826   9/1/2007    8/1/2012   N/A
173             360             357            120                117     6.1800%    $12,223   9/1/2007    8/1/2017   N/A
190             360             354            120                114     5.9500%     $7,752   6/1/2007    5/1/2017   N/A

<CAPTION>

                                                            Letter
                        Administration    Letter of         of Credit
#     Defeasance (10)   Fees              Credit            Description
---   ---------------   --------------    ---------------   ---------------------------------------------------------------------
<S>   <C>               <C>               <C>               <C>
  2   Yes (13)                 0.05082%   $8,200,000 (14)   Held until Bass Pro Shop achieves percentage rent threshold (14)
 10   Yes                      0.05082%               N/A   N/A
 12   No                       0.10082%          $500,000   Springing - Upon the occurrence of Demised Premises falling below 80%
 27   Yes (24)                 0.05082%          $486,000   In lieu of ongoing replacement reserve and TI/LC
 38   Yes                      0.05082%               N/A   N/A
 49   Yes                      0.05082%               N/A   N/A
 51   Yes                      0.05082%               N/A   N/A
 60   Yes                      0.05082%               N/A   N/A
 78   Yes                      0.05082%               N/A   N/A
 81   Yes                      0.05082%               N/A   N/A
 82   Yes                      0.10082%               N/A   N/A
102   No                       0.05082%               N/A   N/A
108   No                       0.10082%               N/A   N/A
111   No                       0.05082%               N/A   N/A
112   No                       0.05082%               N/A   N/A
113   No                       0.05082%               N/A   N/A
118   No                       0.10082%               N/A   N/A
119   Yes                      0.05082%               N/A   N/A
123   Yes                      0.05082%               N/A   N/A
128   No                       0.05082%               N/A   N/A
129   No                       0.05082%          $300,000   Provided by Alcohol Monitoring Systems, Inc.
131   Yes                      0.10082%               N/A   N/A
143   Yes (31)                 0.05082%               N/A   N/A
144   No                       0.05082%               N/A   N/A
148   Yes                      0.05082%               N/A   N/A
173   No                       0.05082%               N/A   N/A
190   No                       0.05082%               N/A   N/A

<CAPTION>


      Earthquake   Environmental   Net Mortgage
#     Insurance    Insurance       Rate
---   ----------   -------------   ------------
<S>   <C>          <C>             <C>
  2   Yes          No                  5.550183%
 10   N/A          No                  5.609183%
 12   N/A          No                  5.889183%
 27   N/A          No                  6.169183%
 38   N/A          No                  5.729183%
 49   N/A          No                  5.899183%
 51   Yes          No                  5.789183%
 60   N/A          No                  6.629183%
 78   N/A          No                  5.789183%
 81   N/A          No                  5.799183%
 82   N/A          No                  5.599183%
102   N/A          No                  5.979183%
108   N/A          No                  5.979183%
111   N/A          No                  6.389183%
112   N/A          No                  6.249183%
113   N/A          No                  6.249183%
118   N/A          No                  5.839183%
119   N/A          No                  6.189183%
123   Yes          No                  5.949183%
128   N/A          No                  6.219183%
129   N/A          No                  6.079183%
131   N/A          No                  5.959183%
143   N/A          No                  5.859183%
144   N/A          No                  6.079183%
148   N/A          No                  6.069183%
173   N/A          No                  6.129183%
190   N/A          No                  5.899183%

</TABLE>

(A)  The Underlying Mortgage Loans secured by CP Fairways at Woodfield, CP
     Rolling Hills, CP Birchwood Pointe and CP Arbors of Lapeer Apartments are
     cross-collateralized and cross-defaulted.

(B)  The Underlying Mortgage Loans secured by Camelot Apartments and Crystal
     Street Apartments are cross-collateralized and cross-defaulted.

(C)  The Underlying Mortgage Loans secured by Grand Panama and Grand Panama
     Building A2 are cross-collateralized and cross-defaulted.

(D)  The Underlying Mortgage Loans secured by Ritz Coral Springs and Chick-fil-A
     Building, Starbucks Outparcel and Chick-fil-A, Bradenton are
     cross-collateralized and cross-defaulted.

(1)  Based on a Cut-off date in November 2007.

(2)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans, there can be no assurance that the value of
     any particular Mortgaged Property will not have declined from the original
     appraisal value.

(3)  For hospitality properties, the occupancy presented above is the occupancy
     concluded by the respective loan seller at underwriting based on historical
     performance and future outlook. For further description of the underwriting
     criteria, please see "Description of the Sponsors" in the accompanying free
     writing prospectus.

(4)  In the case of cross-collateralized and cross-defaulted underlying mortgage
     loans, the combined LTV is presented for each and every related underlying
     mortgage loan.

(5)  U/W NCF reflects the net cash flow after underwritten replacement reserves,
     underwritten LC's & TI's and underwritten FF&E.

(6)  DSCR is based on the amount of the monthly payments presented. In the case
     of cross-collateralized and cross-defaulted underlying mortgage loans the
     combined DSCR is presented for each and every related underlying mortgage
     loan.

(7)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans.

(8)  Anticipated Repayment Date.

(9)  Prepayment Provision as of Origination:

     Lock/(x) = Lockout or Defeasance for (x) payments
     YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for (y)
       payments
     A%/(y) = A% Prepayment for (y) payments
     0.0%/(z) = Prepayable at par for (z) payments

(10) "Yes" means that defeasance is permitted notwithstanding the Lockout
     Period.

(11) The 450 Lexington Avenue Total Debt has an original balance of $600.0
     million, which is comprised of the $310.0 million Mortgage Loan and the
     $290.0 million Mezzanine Loan. A $200.0 million pari-passu portion of the
     450 Lexington Avenue Mortgage Loan is included in this transaction and as
     such is expected to be the controlling interest with respect to the Total
     Debt. The remaining portion of the Mortgage Loan totaling $110.0 million
     will be syndicated outside the trust. All calculations are based on the
     $310.0 million Mortgage Loan.

(12) Stabilized appraised value, cutoff LTV, and maturity LTV as of 6/1/2008
     will be $250,000,000.00, 76.3%, and 76.3% respectively.

(13) With respect to the Gulf Coast Town Center Phases I & II mortgage loan, in
     addition to the yield maintenance option, the loan has the option to be
     prepaid by defeasance at any time after the date which is two years and 15
     days from the "startup day" of the REMIC Trust.

(14) Letter of Credit in the amount of $8,200,000.00 will be provided by KeyBank
     at the time the loan is sold to the Trust.

(15) In lieu of the Earnout Reserve and TI/LC Reserve deposits, the borrower
     posted a letter of credit in the amount of $21 million. The letter of
     credit corresponds to the existing disbursement requirements per the loan
     documents. The first $8.5 million of the Earnout Reserve may be released to
     the TI/LC Reserve once the current Debt Service Coverage Ratio reaches
     1.20x on the interest only debt service. The remaining $12.5 million of the
     Earnout Reserve may only be released once the current Debt Service Coverage
     Ratio reaches 1.20x on debt service based on a thirty-year amortization
     schedule, over a trailing 12-month period.

(16) The 60 Wall Street Total Debt has an original balance of $925.0 million. A
     $130.0 million pari-passu portion of the 60 Wall Street Mortgage Loan is
     included in this transaction. The remaining portion of the Mortgage Loan
     totaling $795.0 million will be syndicated outside the trust. All
     calculations are based on the $925.0 million Mortgage Loan.

(17) The Commerce Corporate Plaza Loan may be prepaid in part using certain
     reserve amounts up to $9.1 million beginning in February 2008, such
     prepayment to be accompanied by a yield maintenance payment by the
     borrower.

(18) The loan is locked out for the first two years from the "startup day" of
     the REMIC Trust, however, the borrower has the option to partially release
     any two (2) properties during the lockout period. Based on the Allocated
     Release Price per the Loan Agreement, a maximum of $17,766,536 can be
     prepaid during the lockout period with yield maintenance.

(19) The $75.487 million is bridge equity structured as debt at the parent level
     (the parent of the individual uncrossed SPE borrowers under the related
     underlying mortgage loan and other mortgage loans not included in the
     issuing entity), and is not secured by the related mortgaged real property.
     The loan is secured by a Collateral Assignment of Special Funding
     Agreement, which is simply a funding agreement with an indirect, ultimate
     Australian parent entity that has contractually agreed to advance funds to
     the Bridge Loan borrower as needed pursuant to the terms of the funding
     agreement. Lender is also the beneficiary of a Guaranty Agreement by
     Babcock & Brown Real Estate Investments LLC, a Delaware limited liability
     company, which guaranty backstops the enforceability of the Collateral
     Assignment of Special Funding Agreement. The loan is scheduled to mature
     March 31, 2008, but may be extended for 120 days. The loan is interest only
     at LIBOR + 1.25% for the term of the loan.

(20) Stabilized appraised value, cutoff LTV, and maturity LTV as of 10/1/2010
     will be $77,700,000.00, 63.8%, and 63.8% respectively.

(21) The Woodfield Crossing Total Debt is evidenced by a $41.44 million mortgage
     loan, which will be an asset of the issuing entity and a $5.0 million
     mezzanine loan. The mezzanine loan is secured by a pledge of ownership
     interest in the borrower, has market lender protections and is subject to a
     market intercreditor agreement. All calculations are based on the $41.44
     million mortgage loan.

(22) With respect to the Woodfield Crossing mortgage loan, in addition to the
     yield maintenance option, the loan has the option to be prepaid by
     defeasance at any time after the date which is two years from the "startup
     day" of the REMIC Trust. Additionally, the borrower may partially release
     certain properties at any time during the term of the loan. Such partial
     releases are made with no payment due to Lender. However, there is an LTV
     requirement associated with such releases, for which the borrower may need
     to make a partial prepayment in order to satisfy the requirement.

(23) The FF&E reserve increases to 3% in the second year of the loan term, and
     4% thereafter.

(24) With respect to the Central New York Medical Center mortgage loan, in
     addition to the yield maintenance option, the loan has the option to be
     prepaid by defeasance at any time after the date which is two years and 15
     days from the "startup day" of the REMIC Trust.

(25) The FF&E reserve increases to 4% in the second year of the loan term.

(26) With respect to the Albers Mill mortgage loan, in addition to the yield
     maintenance option, the loan has the option to be defeased at any time on
     and after the first business day following September 27, 2009, which is the
     two-year anniversary of the "startup day" of the related single-asset
     REMIC. In addition, the Albers Mill borrower has the option to pay a
     declining fixed premium in lieu of yield maintenance on and after the 60th
     payment due date.

(27) The Cochran - Simi Valley mortgage is structured with an $800,000 earnout
     and an $80,000 paydown premium. The Cut-Off LTV, U/W DSCR and current DSCR
     shown are net of earnout. Maturity LTV is shown at full leverage.

(28) The current LTV is based on the "As-is" Appraised Value. The Property is
     expected to reach stabilization on 5/8/2009 with a stabilized appraised
     value of $7.8 million, which will result in an LTV of 73.1%.

(29) Additionally, there is a subordinate $650,000 intercompany loan made to the
     related borrower by one of its affiliates that is secured by the related
     mortgaged real property. The lender under such loan is subject to a
     subordination and standstill agreement, has no rights and only receives
     cash flow to the extent available after any and all amounts due under the
     mortgage loan included in the issuing entity.

(30) Beginning on the Payment date 11/11/13, the monthly contractual replacement
     reserve will be $662.64.

(31) With respect to the West LA Self Storage mortgage loan, in addition to the
     yield maintenance option, the loan has the option to be prepaid by
     defeasance at any time after the date which is two years and 15 days from
     the "startup day" of the REMIC Trust.



<PAGE>

                                   EXHIBIT B-3

                    SCHEDULE OF CAPMARK TRUST MORTGAGE LOANS

                                 [see attached]
<PAGE>

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C5

<TABLE>
<CAPTION>




 #       Crossed      Loan Group #     Property Name                                     Address
----     -------      ------------     ----------------------------------------------    -------------------------------------------
<S>      <C>          <C>              <C>                                               <C>
   5                       1           60 Wall Street                                    60 Wall Street
   7                       1           Commerce Corporate Plaza                          99 Washington Avenue
  13                       1           Mystic Marriott                                   625 North Road
  15                       1           Cornerstone Commerce Center                       1201 New Road
  16                       1           Hilton - Ontario                                  700 North Haven Avenue
  24                       1           Best Western Beach Resort - Monterey              2600 Sand Dunes Drive
  29                       1           Medford Plaza Shopping Center                     2775-2801 Route 112
  32                       2           Charlotte Portfolio
32.1                       2           Chateau Village Apartments                        2442 Chartres Drive
32.2                       2           Emerald Bay Apartments                            5221 Cherrycrest Lane
32.3                       2           Highlands Apartments                              639 Archdale Drive
  35                       1           Cowan Industrial Park                             740-843 Cowan Street
  36                       1           677 Larch Avenue                                  677 Larch Avenue
  37                       1           Residence Inn by Marriott - East Rutherford       10 Murray Hill Parkway
  46                       1           Albers Mill                                       1200 NW Naito Parkway
  47                       1           9990 Empire Street (Hoist Fitness)                9990 Empire Street
  48                       1           St. Louis Hilton and Mike Shannon's Restaurant    One South Broadway and 620 Market Street
  50                       1           Fremont Village Square                            3601 Fremont Ave North
  55                       1           Fairfield Inn & Suites - Orlando                  7495 Canada Avenue
  63                       1           Regency Evansville Portfolio
63.1                       1           Town Center North                                 400-620 East Diamond Avenue
63.2                       1           Fairlawn Shopping Center                          1931 Pollack Avenue and 2101-2201 South
                                                                                           Weinbach Avenue
63.3                       1           Ross Center                                       1012-1016 South Boeke Road and 2401-2423
                                                                                           Washington Avenue
63.4                       1           Westgate Shopping Center                          401-411 South Barker Avenue
  69                       1           Walgreens Portfolio VI
69.1                       1           Walgreens (Paragould)                             1500 West Kings Highway
69.2                       1           Walgreens (Heath)                                 764 Hebron Road
  74                       1           Plaza 85 Business Park                            5970-6040 Unity Drive
  80                       1           Westgate Center                                   3400 Demetropolis Road
  83                       1           UC Self Storage                                   2721 Shattuck Avenue
  88                       2           Summer Tree Apartment Homes                       3126 Bert Kouns Industrial Loop
  90                       1           Rosemont Marketplace                              7030-7118 Mannheim Road
  93                       1           Courtyard by Marriott - Gulf Shores               3750 Gulf Shores Parkway
  94                       1           Meadows Plaza                                     5182-5184 Sonoma Boulevard
  96                       1           Cochran - Simi Valley                             685 East Cochran Street
  97                       2           Canyon Ridge MHP                                  5150 Airport Road
 100                       1           Chandler Office Building                          1331, 1347 and 1351 North Alma School Road
 104                       1           Fly Away Parking                                  1671 Murfreesboro Pike and 1723 Old
                                                                                            Murfreesboro Pike
 116                       1           Kawaihae Shopping Center                          61-3665 Akoni Pule Highway
 117                       1           730 Louis Drive                                   730-738 Louis Drive
 122                       1           Essex Medical Office                              5958 North Canton Center Road
 125                       1           Linens' N Things                                  1475 11th Avenue Northwest
 147                       1           353 West Lancaster Avenue                         353 West Lancaster Avenue
 169                       1           Walgreens (Orlando)                               5280 South John Young Parkway



<CAPTION>


                                                          Units/
                                              Mortgage    Sq. Ft./
                                      Zip     Property    Rooms/        Original            Cut-off            Maturity
#       City                  State   Code    Seller      Pads          Balance             Balance (1)        Balance (2)
-----   -------------------   -----   -----   ---------   ------------  ----------------    ----------------   ------------
<S>     <C>                   <C>     <C>     <C>          <C>          <C>                 <C>                <C>
    5   New York              NY      10005   Capmark     1,625,483     $130,000,000 (16)   $130,000,000 (16)  $130,000,000
    7   Albany                NY      12210   Capmark       746,052      $84,000,000         $84,000,000        $80,219,284
   13   Groton                CT      06340   Capmark           285      $43,000,000         $43,000,000        $39,721,186
   15   Linwood               NJ      08221   Capmark       214,413      $36,900,000         $36,900,000        $36,900,000
   16   Ontario               CA      91764   Capmark           309      $35,000,000         $35,000,000        $31,614,885
   24   Monterey              CA      93940   Capmark           196      $30,000,000         $30,000,000        $28,192,610
   29   Medford               NY      11763   Capmark       110,805      $20,750,000         $20,750,000        $18,952,904
   32                                         Capmark                    $19,500,000         $19,500,000        $18,862,162
 32.1   Gastonia              NC      28056                     250       $7,400,000          $7,400,000         $7,157,949
 32.2   Charlotte             NC      28217                     250       $6,925,000          $6,925,000         $6,698,486
 32.3   Charlotte             NC      28217                     176       $5,175,000          $5,175,000         $5,005,728
   35   Nashville             TN      37207   Capmark       588,768      $17,800,000         $17,800,000        $15,416,664
   36   Elmhurst              IL      60126   Capmark       113,000      $17,000,000         $17,000,000        $15,399,082
   37   East Rutherford       NJ      07073   Capmark           133      $16,000,000         $16,000,000        $14,591,412
   46   Portland              OR      97205   Capmark       117,273      $11,700,000         $11,700,000        $10,949,337
   47   San Diego             CA      92126   Capmark       105,636      $11,560,000         $11,560,000        $11,560,000
   48   St. Louis             MO      63102   Capmark     3.04 (acres)   $11,000,000         $10,992,042         $9,465,444
   50   Seattle               WA      98103   Capmark        42,542      $10,300,000         $10,300,000         $9,272,150
   55   Orlando               FL      32819   Capmark           200      $10,000,000         $10,000,000         $8,874,545
   63                                         Capmark                     $9,300,000          $9,285,272         $8,030,746
 63.1   Evansville            IN      47711                 142,621       $5,762,353          $5,753,227         $4,975,914
 63.2   Evansville            IN      47714                  51,029       $1,677,647          $1,674,990         $1,448,683
 63.3   Evansville            IN      47714                  31,492       $1,385,882          $1,383,687         $1,196,738
 63.4   Evansville            IN      47712                  32,219         $474,118            $473,367           $409,411
   69                                         Capmark                     $8,800,000          $8,800,000         $8,260,601
 69.1   Paragould             AR      72450                  14,550       $4,654,059          $4,654,059         $4,368,787
 69.2   Heath                 OH      43056                  14,820       $4,145,941          $4,145,941         $3,891,814
   74   Norcross              GA      30071   Capmark       191,526       $8,115,000          $8,115,000         $8,115,000
   80   Mobile                AL      36693   Capmark       114,500       $7,500,000          $7,370,526         $4,877,682
   83   Berkeley              CA      94705   Capmark        25,382       $7,125,000          $7,125,000         $6,697,451
   88   Shreveport            LA      71118   Capmark           202       $6,700,000          $6,700,000         $6,264,047
   90   Rosemont              IL      60018   Capmark        33,805       $6,600,000          $6,600,000         $6,144,573
   93   Gulf Shores           AL      36542   Capmark            90       $6,400,000          $6,400,000         $5,734,232
   94   Vallejo               CA      94589   Capmark        62,889       $6,350,000          $6,350,000         $5,923,165
   96   Simi Valley           CA      93065   Capmark        60,400       $6,230,000          $6,230,000         $5,448,593
   97   Colorado Springs      CO      80916   Capmark           250       $6,200,000          $6,200,000         $5,854,427
  100   Chandler              AZ      85224   Capmark        57,806       $5,816,000          $5,816,000         $5,816,000
  104   Nashville             TN      37217   Capmark      N/A            $5,500,000          $5,474,382         $5,026,149
  116   Kamuela               HI      96743   Capmark        15,535       $4,700,000          $4,696,593         $4,043,534
  117   Warminster Township   PA      18974   Capmark        50,097       $4,550,000          $4,542,416         $3,904,980
  122   Canton                MI      48187   Capmark        26,561       $4,325,000          $4,325,000         $3,728,435
  125   Issaquah              WA      98027   Capmark        32,779       $4,203,000          $4,194,621         $3,500,594
  147   Wayne                 PA      19087   Capmark        17,166       $3,120,000          $3,120,000         $3,120,000
  169   Orlando               FL      32839   Capmark        15,120       $2,270,000          $2,270,000         $2,146,197

<CAPTION>


                        Initial         Orig            Rem.            Orig           Rem.
        Fee/            Interest Only   Amort.          Amort.          Term to        Term to             Interest
#       Leasehold       Term            Term            Term (1)        Maturity (7)   Maturity (1) (7)    Rate
-----   -------------   -------------   -------------   -------------   ------------   ----------------    --------
<S>     <C>             <C>             <C>             <C>             <C>            <C>                 <C>
    5   Fee                       120   Interest Only   Interest Only            120                116     5.7710%
    7   Fee                        36             360             360             84                 82     6.5200%
   13   Fee                        48             360             360            120                117     6.2400%
   15   Fee                       120   Interest Only   Interest Only            120                113     5.8700%
   16   Fee                        36             360             360            120                108     5.9800%
   24   Fee                        60             360             360            120                116     6.3500%
   29   Fee                        36             360             360            120                118     6.5700%
   32   Fee                        24             360             360             60                 59     6.5000%
 32.1   Fee
 32.2   Fee
 32.3   Fee
   35   Fee                         0             360             360            120                120     6.7400%
   36   Fee                        36             360             360            120                117     6.1200%
   37   Fee                        36             360             360            120                117     6.4800%
   46   Fee/Leasehold              60             360             360            120                108     6.0200%
   47   Fee                        84   Interest Only   Interest Only             84                 79     5.9300%
   48   Fee                         0             360             359            120                119     6.5000%
   50   Fee                        36             360             360            120                113     5.8000%
   55   Fee                        24             360             360            120                117     6.0600%
   63   Fee                         0             360             358            120                118     6.6300%
 63.1   Fee
 63.2   Fee
 63.3   Fee
 63.4   Fee
   69   Fee                        60             360             360            120                118     6.2700%
 69.1   Fee
 69.2   Fee
   74   Fee                        60   Interest Only   Interest Only             60                 55     5.7880%
   80   Fee                         0             240             232            120                112     5.7800%
   83   Fee                        60             360             360            120                116     6.3700%
   88   Fee                        60             360             360            120                117     5.9600%
   90   Fee                        60             360             360            120                113     5.6500%
   93   Fee                        24             360             360            120                118     6.5000%
   94   Fee                        60             360             360            120                117     5.7900%
   96   Fee                        12             360             360            120                117     6.3100%
   97   Fee                        60             360             360            120                119     6.7400%
  100   Fee                       120   Interest Only   Interest Only            120                113     5.7707%
  104   Fee                         0             300             296             60                 56     6.7000%
  116   Leasehold                   0             360             359            120                119     6.4930%
  117   Fee                         0             360             358            120                118     6.4100%
  122   Fee                         0             360             360            120                120     6.5700%
  125   Fee                         0             360             358            123                121     5.6100%
  147   Fee                       120   Interest Only   Interest Only            120                115     5.9100%
  169   Leasehold                  60             360             360            120                120     6.8500%

<CAPTION>


                         First                                                                              Letter
        Monthly          Payment     Maturity                                Administration    Letter of    of Credit
#       Payment          Date        Date        ARD (8)   Defeasance (10)   Fees              Credit       Description
-----   --------------   ---------   ---------   -------   ---------------   --------------    ----------   ------------------------
<S>     <C>              <C>         <C>         <C>       <C>               <C>               <C>          <C>
    5   $4,510,264 (16)  8/1/2007    7/1/2017    N/A       Yes                      0.04082%   N/A          N/A
    7     $532,042       10/1/2007   9/1/2014    N/A       Yes                      0.02082%   N/A          N/A
   13     $264,479       9/1/2007    8/1/2017    N/A       Yes                      0.02082%   N/A          N/A
   15     $183,009       5/1/2007    4/1/2017    N/A       Yes                      0.10082%   N/A          N/A
   16     $209,393       12/1/2006   11/1/2016   N/A       Yes                      0.03796%   N/A          N/A
   24     $186,671       8/1/2007    7/1/2017    N/A       Yes                      0.02082%   N/A          N/A
   29     $132,111       10/1/2007   9/1/2017    N/A       No                       0.10082%   N/A          N/A
   32     $123,253       11/1/2007   10/1/2012   N/A       Yes                      0.03082%   N/A          N/A
 32.1
 32.2
 32.3
   35     $115,332       12/1/2007   11/1/2017   N/A       Yes                      0.02082%   N/A          N/A
   36     $103,239       9/1/2007    8/1/2017    N/A       No                       0.07082%   N/A          N/A
   37     $100,921       9/1/2007    8/1/2017    N/A       Yes                      0.02082%   N/A          N/A
   46      $70,298       12/1/2006   11/1/2016   N/A       Yes (26)                 0.10082%   $1,500,000   Environmental
                                                                                                             Remediation LOC
   47      $57,919       7/1/2007    6/1/2014    N/A       Yes                      0.02082%   N/A          N/A
   48      $69,527       11/1/2007   10/1/2017   N/A       Yes                      0.02082%   N/A          N/A
   50      $60,436       5/1/2007    4/1/2017    N/A       Yes                      0.10082%   N/A          N/A
   55      $60,341       9/1/2007    8/1/2017    N/A       Yes                      0.02082%   N/A          N/A
   63      $59,580       10/1/2007   9/1/2017    N/A       Yes                      0.10082%   N/A          N/A
 63.1
 63.2
 63.3
 63.4
   69      $54,298       10/1/2007   9/1/2017    N/A       Yes                      0.05082%   N/A          N/A
 69.1
 69.2
   74      $39,685       7/1/2007    6/1/2012    N/A       No                       0.03082%   N/A          N/A
   80      $52,785       4/1/2007    3/1/2017    N/A       Yes                      0.10082%   N/A          N/A
   83      $44,427       8/1/2007    7/1/2017    N/A       No                       0.10082%   N/A          N/A
   88      $39,998       9/1/2007    8/1/2017    N/A       No                       0.10082%   N/A          N/A
   90      $38,098       5/1/2007    4/1/2017    N/A       Yes                      0.10082%   N/A          N/A
   93      $40,452       10/1/2007   9/1/2017    N/A       Yes                      0.02082%   N/A          N/A
   94      $37,218       9/1/2007    8/1/2017    N/A       Yes                      0.10082%   N/A          N/A
   96      $38,603       9/1/2007    8/1/2017    N/A       No                       0.10082%   N/A          N/A
   97      $40,172       11/1/2007   10/1/2017   N/A       Yes                      0.02082%   N/A          N/A
  100      $28,357       5/1/2007    4/1/2017    N/A       Yes                      0.10082%   N/A          N/A
  104      $37,827       8/1/2007    7/1/2012    N/A       Yes                      0.10082%   N/A          N/A
  116      $29,686       11/1/2007   10/1/2017   N/A       No                       0.10082%   N/A          N/A
  117      $28,490       10/1/2007   9/1/2017    N/A       Yes                      0.02082%   N/A          N/A
  122      $27,536       12/1/2007   11/1/2017   N/A       No                       0.10082%   N/A          N/A
  125      $24,155       10/1/2007   12/1/2017   N/A       Yes                      0.10082%   N/A          N/A
  147      $15,579       7/1/2007    6/1/2017    N/A       Yes                      0.05082%   N/A          N/A
  169      $14,874       12/1/2007   11/1/2017   N/A       Yes                      0.05082%   N/A          N/A


<CAPTION>



        Earthquake   Environmental   Net Mortgage
#       Insurance    Insurance       Rate
-----   ----------   -------------   ------------
<S>     <C>          <C>             <C>
    5   Yes          No                  5.730183%
    7   N/A          No                  6.499183%
   13   N/A          No                  6.219183%
   15   N/A          No                  5.769183%
   16   N/A          No                  5.942043%
   24   N/A          No                  6.329183%
   29   N/A          No                  6.469183%
   32   N/A          No                  6.469183%
 32.1   N/A          No
 32.2   N/A          No
 32.3   N/A          No
   35   N/A          No                  6.719183%
   36   N/A          No                  6.049183%
   37   N/A          No                  6.459183%
   46   Yes          No                  5.919183%
   47   N/A          No                  5.909183%
   48   N/A          No                  6.479183%
   50   N/A          No                  5.699183%
   55   N/A          No                  6.039183%
   63   Yes          No                  6.529183%
 63.1   Yes          No
 63.2   Yes          No
 63.3   Yes          No
 63.4   Yes          No
   69   N/A          No                  6.219183%
 69.1   N/A          No
 69.2   N/A          No
   74   N/A          No                  5.757183%
   80   N/A          No                  5.679183%
   83   N/A          No                  6.269183%
   88   N/A          No                  5.859183%
   90   Yes          No                  5.549183%
   93   Yes          No                  6.479183%
   94   N/A          No                  5.689183%
   96   N/A          No                  6.209183%
   97   Yes          No                  6.719183%
  100   N/A          No                  5.669883%
  104   N/A          No                  6.599183%
  116   N/A          No                  6.392183%
  117   N/A          No                  6.389183%
  122   N/A          No                  6.469183%
  125   N/A          No                  5.509183%
  147   N/A          No                  5.859183%
  169   N/A          No                  6.799183%


</TABLE>


(A)  The Underlying Mortgage Loans secured by CP Fairways at Woodfield, CP
     Rolling Hills, CP Birchwood Pointe and CP Arbors of Lapeer Apartments are
     cross-collateralized and cross-defaulted.

(B)  The Underlying Mortgage Loans secured by Camelot Apartments and Crystal
     Street Apartments are cross-collateralized and cross-defaulted.

(C)  The Underlying Mortgage Loans secured by Grand Panama and Grand Panama
     Building A2 are cross-collateralized and cross-defaulted.

(D)  The Underlying Mortgage Loans secured by Ritz Coral Springs and Chick-fil-A
     Building, Starbucks Outparcel and Chick-fil-A, Bradenton are
     cross-collateralized and cross-defaulted.

(1)  Based on a Cut-off date in November 2007.

(2)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans, there can be no assurance that the value of
     any particular Mortgaged Property will not have declined from the original
     appraisal value.

(3)  For hospitality properties, the occupancy presented above is the occupancy
     concluded by the respective loan seller at underwriting based on historical
     performance and future outlook. For further description of the underwriting
     criteria, please see "Description of the Sponsors" in the accompanying free
     writing prospectus.

(4)  In the case of cross-collateralized and cross-defaulted underlying mortgage
     loans, the combined LTV is presented for each and every related underlying
     mortgage loan.

(5)  U/W NCF reflects the net cash flow after underwritten replacement reserves,
     underwritten LC's & TI's and underwritten FF&E.

(6)  DSCR is based on the amount of the monthly payments presented. In the case
     of cross-collateralized and cross-defaulted underlying mortgage loans the
     combined DSCR is presented for each and every related underlying mortgage
     loan.

(7)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans.

(8)  Anticipated Repayment Date.

(9)  Prepayment Provision as of Origination:

     Lock/(x) = Lockout or Defeasance for (x) payments
     YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for (y)
      payments
     A%/(y) = A% Prepayment for (y) payments
     0.0%/(z) = Prepayable at par for (z) payments

(10) "Yes" means that defeasance is permitted notwithstanding the Lockout
     Period.

(11) The 450 Lexington Avenue Total Debt has an original balance of $600.0
     million, which is comprised of the $310.0 million Mortgage Loan and the
     $290.0 million Mezzanine Loan. A $200.0 million pari-passu portion of the
     450 Lexington Avenue Mortgage Loan is included in this transaction and as
     such is expected to be the controlling interest with respect to the Total
     Debt. The remaining portion of the Mortgage Loan totaling $110.0 million
     will be syndicated outside the trust. All calculations are based on the
     $310.0 million Mortgage Loan.

(12) Stabilized appraised value, cutoff LTV, and maturity LTV as of 6/1/2008
     will be $250,000,000.00, 76.3%, and 76.3% respectively.

(13) With respect to the Gulf Coast Town Center Phases I & II mortgage loan, in
     addition to the yield maintenance option, the loan has the option to be
     prepaid by defeasance at any time after the date which is two years and 15
     days from the "startup day" of the REMIC Trust.

(14) Letter of Credit in the amount of $8,200,000.00 will be provided by KeyBank
     at the time the loan is sold to the Trust.

(15) In lieu of the Earnout Reserve and TI/LC Reserve deposits, the borrower
     posted a letter of credit in the amount of $21 million. The letter of
     credit corresponds to the existing disbursement requirements per the loan
     documents. The first $8.5 million of the Earnout Reserve may be released to
     the TI/LC Reserve once the current Debt Service Coverage Ratio reaches
     1.20x on the interest only debt service. The remaining $12.5 million of the
     Earnout Reserve may only be released once the current Debt Service Coverage
     Ratio reaches 1.20x on debt service based on a thirty-year amortization
     schedule, over a trailing 12-month period.

(16) The 60 Wall Street Total Debt has an original balance of $925.0 million. A
     $130.0 million pari-passu portion of the 60 Wall Street Mortgage Loan is
     included in this transaction. The remaining portion of the Mortgage Loan
     totaling $795.0 million will be syndicated outside the trust. All
     calculations are based on the $925.0 million Mortgage Loan.

(17) The Commerce Corporate Plaza Loan may be prepaid in part using certain
     reserve amounts up to $9.1 million beginning in February 2008, such
     prepayment to be accompanied by a yield maintenance payment by the
     borrower.

(18) The loan is locked out for the first two years from the "startup day" of
     the REMIC Trust, however, the borrower has the option to partially release
     any two (2) properties during the lockout period. Based on the Allocated
     Release Price per the Loan Agreement, a maximum of $17,766,536 can be
     prepaid during the lockout period with yield maintenance.

(19) The $75.487 million is bridge equity structured as debt at the parent level
     (the parent of the individual uncrossed SPE borrowers under the related
     underlying mortgage loan and other mortgage loans not included in the
     issuing entity), and is not secured by the related mortgaged real property.
     The loan is secured by a Collateral Assignment of Special Funding
     Agreement, which is simply a funding agreement with an indirect, ultimate
     Australian parent entity that has contractually agreed to advance funds to
     the Bridge Loan borrower as needed pursuant to the terms of the funding
     agreement. Lender is also the beneficiary of a Guaranty Agreement by
     Babcock & Brown Real Estate Investments LLC, a Delaware limited liability
     company, which guaranty backstops the enforceability of the Collateral
     Assignment of Special Funding Agreement. The loan is scheduled to mature
     March 31, 2008, but may be extended for 120 days. The loan is interest only
     at LIBOR + 1.25% for the term of the loan.

(20) Stabilized appraised value, cutoff LTV, and maturity LTV as of 10/1/2010
     will be $77,700,000.00, 63.8%, and 63.8% respectively.

(21) The Woodfield Crossing Total Debt is evidenced by a $41.44 million mortgage
     loan, which will be an asset of the issuing entity and a $5.0 million
     mezzanine loan. The mezzanine loan is secured by a pledge of ownership
     interest in the borrower, has market lender protections and is subject to a
     market intercreditor agreement. All calculations are based on the $41.44
     million mortgage loan.

(22) With respect to the Woodfield Crossing mortgage loan, in addition to the
     yield maintenance option, the loan has the option to be prepaid by
     defeasance at any time after the date which is two years from the "startup
     day" of the REMIC Trust. Additionally, the borrower may partially release
     certain properties at any time during the term of the loan. Such partial
     releases are made with no payment due to Lender. However, there is an LTV
     requirement associated with such releases, for which the borrower may need
     to make a partial prepayment in order to satisfy the requirement.

(23) The FF&E reserve increases to 3% in the second year of the loan term, and
     4% thereafter.

(24) With respect to the Central New York Medical Center mortgage loan, in
     addition to the yield maintenance option, the loan has the option to be
     prepaid by defeasance at any time after the date which is two years and 15
     days from the "startup day" of the REMIC Trust.

(25) The FF&E reserve increases to 4% in the second year of the loan term.

(26) With respect to the Albers Mill mortgage loan, in addition to the yield
     maintenance option, the loan has the option to be defeased at any time on
     and after the first business day following September 27, 2009, which is the
     two-year anniversary of the "startup day" of the related single-asset
     REMIC. In addition, the Albers Mill borrower has the option to pay a
     declining fixed premium in lieu of yield maintenance on and after the 60th
     payment due date.

(27) The Cochran - Simi Valley mortgage is structured with an $800,000 earnout
     and an $80,000 paydown premium. The Cut-Off LTV, U/W DSCR and current DSCR
     shown are net of earnout. Maturity LTV is shown at full leverage.

(28) The current LTV is based on the "As-is" Appraised Value. The Property is
     expected to reach stabilization on 5/8/2009 with a stabilized appraised
     value of $7.8 million, which will result in an LTV of 73.1%.

(29) Additionally, there is a subordinate $650,000 intercompany loan made to the
     related borrower by one of its affiliates that is secured by the related
     mortgaged real property. The lender under such loan is subject to a
     subordination and standstill agreement, has no rights and only receives
     cash flow to the extent available after any and all amounts due under the
     mortgage loan included in the issuing entity.

(30) Beginning on the Payment date 11/11/13, the monthly contractual replacement
     reserve will be $662.64.

(31) With respect to the West LA Self Storage mortgage loan, in addition to the
     yield maintenance option, the loan has the option to be prepaid by
     defeasance at any time after the date which is two years and 15 days from
     the "startup day" of the REMIC Trust.



<PAGE>


                                   EXHIBIT C-1

              LIST OF ADDITIONAL COLLATERAL TRUST MORTGAGE LOANS

                            Property Name
                            -------------
                Bernardo Heights Plaza
                Cahokia Village
                Cold Springs Retail
                CP Fairways at Woodfield
                Green Springs Shopping Center
                Holcomb Bridge Business Center
                Kukui Mall
                Laurel Avenue Development
                Montclair Retail
                Storage King USA - Newark, NJ
                Allanza at the Lakes
                TIAA Industrial Portfolio
                     TIAA - Cincinnati
                     TIAA - Memphis
                     TIAA - Atlanta
                     TIAA - San Diego
                     TIAA - Salt Lake City
                     TIAA - Philadelphia
                     TIAA - Chicago (West Chicago)
                     TIAA - Phoenix
                     TIAA - Dallas
                     TIAA - Chicago (Bolingbrook)
                     TIAA - Oakland
                Tyler Building
                Weeksville Crossing
                Cochran - Simi Valley
                Commerce Corporate Plaza
                Essex Medical Office
                Cowan Industrial Park
<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

                              450 Lexington Avenue
                          Olentangy Commons Apartments
                               Woodfield Crossing
                              Doubletree Burlington

<PAGE>

                                  EXHIBIT D-1A
                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-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, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Master Servicer No. 1 hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1. Mortgage Loan paid in full. The undersigned hereby certifies that
            all amounts received in connection with the Mortgage Loan that are
            required to be credited to the Collection Account or, if applicable,
            a Mortgage Loan Combination Custodial Account pursuant to the
            Pooling and Servicing Agreement, have been or will be so credited.

______      2.    Other. (Describe)_____________________________________________
            ____________________________________________________________________

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Mortgage Loan
has been paid in full, in which case the Mortgage File (or such portion thereof)
will be retained by us permanently.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                          --------------------------------------
                                          as Master Servicer No. 1


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

<PAGE>

                      EXHIBIT D-1B (MASTER SERVICER NO. 2)

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-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, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer")), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Master Servicer No. 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 Servicer No. 2

                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      In connection with the administration of the Mortgage Files held by or on
behalf of you as trustee under a Pooling and Servicing Agreement, dated as of
November 1, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Special Servicer hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1.    The Mortgage Loan is being foreclosed.

______      2.    Other. (Describe) ____________________________________________
            ____________________________________________________________________

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                          --------------------------------------
                                          as Special Servicer

                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT E

                             FORM OF TRUSTEE REPORT


                              [See Attached Report]

<PAGE>
<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                         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 - 16
                        Mortgage Loan Detail                                                 17
                        NOI Detail                                                           18
                        Principal Prepayment Detail                                          19
                        Historical Detail                                                    20
                        Delinquency Loan Detail                                              21
                        Specially Serviced Loan Detail                                     22 - 23
                        Advance Summary                                                      24
                        Modified Loan Detail                                                 25
                        Historical Liquidated Loan Detail                                    26
                        Historical Bond / Collateral Realized Loss Reconciliation            27
                        Interest Shortfall Reconciliation Detail                           28 - 29
                        Defeased Loan Detail                                                 30
                        Supplemental Reporting                                               31
                     -------------------------------------------------------------------------------

<CAPTION>
          Depositor                                 Master Servicer                            Master Servicer
-----------------------------------       -----------------------------------       -----------------------------------
<S>                                       <C>                                       <C>
Credit Suisse First Boston                KeyCorp Real Estate Capital               Capmark Finance Inc.
Mortgage Securities Corp.                 Markets, Inc.                             116 Welsh Road
11 Madison Avenue, 5th Floor              911 Main Street, Suite 1500               Horsham, PA 19044-8015
New York, NY 10010                        Kansas City, MO 64105

Contact:       General Information
               Number                     Contact:       Marty O'Conner             Contact:       Darri Cunningham
Phone Number:  (212) 325-2000             Phone Number:  (816) 221-8800             Phone Number:  (215) 328-1784
-----------------------------------       -----------------------------------       -----------------------------------

<CAPTION>

          Special Servicer
-----------------------------------
<S><C>
Centerline Servicing Inc.

5221 N. O'Connor Blvd., Suite 600
Irving, TX 75039

Contact:       Chris Crouch
Phone Number:  (972) 868-5300
-----------------------------------

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.

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 1 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                       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>       <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-1-AM       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
A-1-AJ       0.000000%     0.00      0.00       0.00         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          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
  V          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
  LR         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>           <C>
 A-X         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).




-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 2 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                          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>               <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-1-AM            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
A-1-AJ            0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-SP             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
  S               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
  R               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  LR              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
--------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------
                  Beginning                                       Ending
                   Notional       Interest       Prepayment      Notional
Class    CUSIP      Amount      Distribution      Premium         Amount
---------------------------------------------------------------------------
<S>      <C>      <C>            <C>             <C>            <C>
 A-X              0.00000000     0.00000000      0.00000000     0.00000000
---------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 3 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
                                            Reconciliation Detail

<CAPTION>

Principal Reconciliation
---------------------------------------------------------------------------------------------------
             Stated Beginning Principal   Unpaid Beginning    Scheduled   Unscheduled    Principal
Loan Group            Balance             Principal Balance   Principal    Principal    Adjustments
----------   --------------------------   -----------------   ---------   -----------   -----------
<S>          <C>                          <C>                 <C>         <C>           <C>
         1                         0.00                0.00        0.00          0.00          0.00
         2                         0.00                0.00        0.00          0.00          0.00
----------   --------------------------   -----------------   ---------   -----------   -----------
Total                              0.00                0.00        0.00          0.00          0.00
<CAPTION>

             Realized     Stated Ending       Unpaid Ending      Current Principal
Loan Group     Loss     Principal Balance   Principal Balance   Distribution Amount
----------   --------   -----------------   -----------------   -------------------
<S>          <C>        <C>                 <C>                 <C>
         1       0.00                0.00                0.00                  0.00
         2       0.00                0.00                0.00                  0.00
----------   --------   -----------------   -----------------   -------------------
Total            0.00                0.00                0.00                  0.00

<CAPTION>
Certificate Interest Reconciliation
---------------------------------------------------------------------------------------------

                            Accrued     Net Aggregate     Distributable     Distributable
        Accrual  Accrual  Certificate     Prepayment       Certificate  Certificate Interest
Class    Dates    Days      Interest  Interest Shortfall     Interest        Adjustment
---------------------------------------------------------------------------------------------
<S>        <C>      <C>        <C>            <C>             <C>               <C>
 A-1        0        0          0.00           0.00            0.00              0.00
 A-2        0        0          0.00           0.00            0.00              0.00
 A-3        0        0          0.00           0.00            0.00              0.00
 A-AB       0        0          0.00           0.00            0.00              0.00
 A-4        0        0          0.00           0.00            0.00              0.00
A-1-A       0        0          0.00           0.00            0.00              0.00
 A-M        0        0          0.00           0.00            0.00              0.00
A-1-AM      0        0          0.00           0.00            0.00              0.00
 A-J        0        0          0.00           0.00            0.00              0.00
A-1-AJ      0        0          0.00           0.00            0.00              0.00
 A-SP       0        0          0.00           0.00            0.00              0.00
 A-X        0        0          0.00           0.00            0.00              0.00
  B         0        0          0.00           0.00            0.00              0.00
  C         0        0          0.00           0.00            0.00              0.00
  D         0        0          0.00           0.00            0.00              0.00
  E         0        0          0.00           0.00            0.00              0.00
  F         0        0          0.00           0.00            0.00              0.00
  G         0        0          0.00           0.00            0.00              0.00
  H         0        0          0.00           0.00            0.00              0.00
  J         0        0          0.00           0.00            0.00              0.00
  K         0        0          0.00           0.00            0.00              0.00
  L         0        0          0.00           0.00            0.00              0.00
  M         0        0          0.00           0.00            0.00              0.00
  N         0        0          0.00           0.00            0.00              0.00
  O         0        0          0.00           0.00            0.00              0.00
  P         0        0          0.00           0.00            0.00              0.00
  Q         0        0          0.00           0.00            0.00              0.00
  S         0        0          0.00           0.00            0.00              0.00
  V         0        0          0.00           0.00            0.00              0.00
---------------------------------------------------------------------------------------------
Totals               0          0.00           0.00            0.00              0.00
---------------------------------------------------------------------------------------------
<CAPTION>
Certificate Interest Reconciliation
-----------------------------------------------------------------

                  Additional                   Remaining Unpaid
         WAC CAP  Trust Fund     Interest        Distributable
Class   Shortfall  Expenses    Distribution  Certificate Interest
-----------------------------------------------------------------
<S>     <C>          <C>           <C>                <C>
 A-1    0.00         0.00          0.00               0.00
 A-2    0.00         0.00          0.00               0.00
 A-3    0.00         0.00          0.00               0.00
 A-AB   0.00         0.00          0.00               0.00
 A-4    0.00         0.00          0.00               0.00
A-1-A   0.00         0.00          0.00               0.00
 A-M    0.00         0.00          0.00               0.00
A-1-AM  0.00         0.00          0.00               0.00
 A-J    0.00         0.00          0.00               0.00
A-1-AJ  0.00         0.00          0.00               0.00
 A-SP   0.00         0.00          0.00               0.00
 A-X    0.00         0.00          0.00               0.00
  B     0.00         0.00          0.00               0.00
  C     0.00         0.00          0.00               0.00
  D     0.00         0.00          0.00               0.00
  E     0.00         0.00          0.00               0.00
  F     0.00         0.00          0.00               0.00
  G     0.00         0.00          0.00               0.00
  H     0.00         0.00          0.00               0.00
  J     0.00         0.00          0.00               0.00
  K     0.00         0.00          0.00               0.00
  L     0.00         0.00          0.00               0.00
  M     0.00         0.00          0.00               0.00
  N     0.00         0.00          0.00               0.00
  O     0.00         0.00          0.00               0.00
  P     0.00         0.00          0.00               0.00
  Q     0.00         0.00          0.00               0.00
  S     0.00         0.00          0.00               0.00
  V     0.00         0.00          0.00               0.00
-----------------------------------------------------------------
Totals  0.00         0.00          0.00               0.00
-----------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 4 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           Other Required Information

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

Available Distribution Amount (1)                                      0.00



Master Servicing Fee Summary


      Current Period Accrued Master Servicing Fees                     0.00

      Less Delinquent Master Servicing Fees                            0.00

      Less Reductions to Master Servicing Fees                         0.00

      Plus Master Servicing Fees for Delinquent Payments Received      0.00

      Plus Adjustments for Prior Master Servicing Calculation          0.00

      Total Master Servicing Fees Collected                            0.00



(1) The Available Distribution Amount includes any Prepayment Premiums.



Appraisal Reduction Amount

-------------------------------------------------
          Appraisal    Cumulative    Most Recent
  Loan    Reduction       ASER        App. Red.
 Number    Effected      Amount         Date
-------------------------------------------------















-------------------------------------------------
Total
-------------------------------------------------


<TABLE>
<S>     <C>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 5 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
<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                                                                          0.00

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


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 6 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                                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-1-A
       A-M
      A-1-AM
       A-J
      A-1-AJ
       A-SP
       A-X
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        O
        P
        Q
        S
        V
      ---------------------------------------------------------------------------------------------------------------

      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.

<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



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 7 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                          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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 8 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
                           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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 9 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

       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.

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 10 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 11 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 12 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

       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.

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 13 of 31
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                          Current Mortgage Loan and Property Stratification Tables
                                                  Group II

                      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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 14 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

<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.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 15 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

       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 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.


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 16 of 31
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                             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                  MU - Mixed Use
                  HC -  Health Care             LO - Lodging
                  IN -  Industrial              SS - Self Storage
                  WH -  Warehouse               OT - Other
                  MH -  Mobile Home Park

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification        6 - DPO                       10 - Deed in Lieu Of
2 - Foreclosure         7 - REO                            Foreclosure
3 - Bankruptcy          8 - Resolved                  11 - Full Payoff
4 - Extension           9 - Pending Return            12 - Reps and Warranties
5 - Note Sale               to Master Servicer        13 - Other or TBD


                             (3) Modification Code
                             ---------------------

                        1 - Maturity Date Extension
                        2 - Amortization Change
                        3 - Principal Write-Off
                        4 - Combination
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 17 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                                NOI Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                         Ending          Most          Most       Most Recent     Most Recent
 Loan                 Property                          Scheduled       Recent        Recent        NOI Start       NOI End
Number      ODCR        Type        City     State       Balance      Fiscal NOI       NOI            Date            Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>           <C>      <C>        <C>           <C>             <C>         <C>            <C>

















------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 18 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                          Principal Prepayment Detail
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                        Principal Prepayment Amount
                                          Offering Document       --------------------------------------
Loan Number       Loan Group               Cross-Reference        Payoff Amount     Curtailment Amount
--------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                     <C>               <C>
















--------------------------------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------
                             Prepayment Penalties
                  --------------------------------------------------
Loan Number       Prepayment Premium    Yield Maintenance Premium
--------------------------------------------------------------------
<S>               <C>                   <C>
















--------------------------------------------------------------------
Totals
--------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 19 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                               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.


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 20 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                            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>

--------------------------------------------------------------
               Actual      Outstanding
              Principle     Servicing       Bankruptcy     REO
Loan Number    Balance      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                              10 - Deed In Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD
-------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 21 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                     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                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD

<CAPTION>
             (2) Property Type Code
             ----------------------
<S>                             <C>
MF - Multi-Family               OF - Office
RT - Retail                     MU - Mixed Use
HC - Health Care                LO - Lodging
IN - Industrial                 SS - Self Storage
WH - Warehouse                  OT - Other
MH - Mobile Home Park


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 22 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                      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                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 23 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                              Advance Summary

<CAPTION>
--------------------------------------------------------------------------------------------
                                                                     Current Period Interest
             Current P&I   Outstanding P&I   Outstanding Servicing    on P&I and Servicing
Loan Group    Advances        Advances             Advances               Advances Paid
----------   -----------   ---------------   ---------------------   -----------------------
<S>          <C>           <C>               <C>                     <C>
         1          0.00              0.00                    0.00                      0.00
         2          0.00              0.00                    0.00                      0.00
----------   -----------   ---------------   ---------------------   -----------------------
Totals              0.00              0.00                    0.00                      0.00







-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 24 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                             Modified Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           Offering
Loan       Document      Pre-Modification   Post-Modification  Pre-Modification  Post-Modification   Modification   Modification
Number  Cross-Reference      Balance             Balance        Interest Rate      Interest Rate         Date       Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>              <C>                <C>                <C>               <C>                 <C>            <C>






















-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 25 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                       Historical Liquidated Loan Detail
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                    Beginning          Fees,           Most Recent     Gross Sales       Net Proceeds
Distribution                        Scheduled         Advances,         Appraised      Proceeds or       Available for
    Date           ODCR              Balance         and Expenses*    Value or BPO    Other Proceeds     Liquidation
-------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>              <C>             <C>               <C>











-------------------------------------------------------------------------------------------------------------------------
Current Total
-------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                   Net Proceeds                    Date of Current   Current Period   Cumulative         Loss to Loan
Distribution       Available for      Realized       Period Adj.       Adjustment     Adjustment           with Cum
    Date           Distribution     Loss to Trust     to Trust         to Trust       to Trust           Adj. to Trust
---------------------------------------------------------------- --------------------------------------------------------
<S>                <C>              <C>            <C>              <C>              <C>                <C>











---------------------------------------------------------------------------------------------------------------------------------
Current Total
---------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
---------------------------------------------------------------------------------------------------------------------------------

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 26 of 31
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                              Historical Bond/Collateral Loss Reconciliation Detail

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                  Offering         Beginning        Aggregate     Prior Realized       Amounts         Interest      Modification
Distribution      Document          Balance       Realized Loss    Loss Applied       Covered By     (Shortages)/     /Appraisal
    Date       Cross-Reference   at Liquidation     on Loans      to Certificates   Credit Support     Excesses     Reduction Adj.
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>              <C>             <C>               <C>              <C>            <C>

















------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

-------------------------------------------------------------------------------------------
                Additional       Realized Loss        Recoveries of       (Recoveries)/
Distribution   (Recoveries)        Applied to        Realized Losses    Losses Applied to
    Date        /Expenses     Certificates to Date    Paid as Cash     Certificate Interest
-------------------------------------------------------------------------------------------
<S>            <C>            <C>                    <C>               <C>

















-------------------------------------------------------------------------------------------
Totals
-------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 27 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                         Interest Shortfall Reconciliation Detail - Part 1

<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
   Offering       Stated Principal   Current Ending        Special Servicing Fees                               Non-Recoverable
   Document          Balance at        Scheduled      --------------------------------                            (Scheduled
Cross-Reference     Contribution        Balance       Monthly   Liquidation   Work Out   ASER   (PPIS) Excess      Interest)
----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>              <C>       <C>           <C>        <C>    <C>             <C>



----------------------------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------
   Offering                     Modified Interest   Additional
   Document       Interest on   Rate (Reduction)    Trust Fund
Cross-Reference    Advances          /Excess         Expense
--------------------------------------------------------------
<S>               <C>           <C>                 <C>



--------------------------------------------------------------
Totals
--------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 28 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                         Interest Shortfall Reconciliation Detail - Part 2

<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                      Reimb of Advances to the Servicer
   Offering       Stated Principal   Current Ending   ---------------------------------
   Document          Balance at        Scheduled                      Left to Reimburse   Other (Shortfalls)/
Cross-Reference     Contribution        Balance       Current Month    Master Servicer          Refunds         Comments
------------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>              <C>             <C>                 <C>                   <C>













Totals
------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 2 Total       0.00
------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 1 Total       0.00
------------------------------------------------------------------------------------------------------------------------
Total Interest Shortfall Allocated to Trust                 0.00
------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 29 of 31
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                                   Defeased Loan Detail

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                    Offering Document        Ending Scheduled
Loan Number          Cross-Reference              Balance              Maturity Date          Note Rate        Defeasance Status
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                      <C>                       <C>                    <C>              <C>















-----------------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 30 of 31
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                   Credit Suisse Commercial Mortgage Trust           |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               1-866-846-4526               |
       ---------                               Series 2007-C5                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   12/17/2007
8480 Stagecoach Circle                                                                 Record Date:                    11/30/2007
Frederick, MD 21701-4747                                                               Determination Date:
-----------------------------------------------------------------------------------------------------------------------------------

                                                   Supplemental Reporting

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

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

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



















------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Page 31 of 31
</TABLE>


<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE

                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

[OR OTHER CERTIFICATE REGISTRAR]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as a master servicer (in
such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a master
servicer (in such capacity, "Master Servicer No. 2" and, together with Master
Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

      1. The Transferor is the lawful owner of the Transferred Certificates with
the full right to transfer such Certificates free from any and all claims and
encumbrances whatsoever.

      2. Neither the Transferor nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation with
respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security by means of general advertising or in
any other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through
(e) hereof) would constitute a distribution of the Transferred Certificates
under the Securities Act of 1933, as amended (the "Securities Act"), or would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
Securities Act or any state securities laws.

      3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act (a "Qualified Institutional Buyer") purchasing for its own account or for
the account of another person that is itself a Qualified Institutional Buyer. In
determining whether the Transferee is a Qualified Institutional Buyer, the
Transferor and any person acting on behalf of the Transferor in this matter has
relied upon the following method(s) of establishing the Transferee's ownership
and discretionary investments of securities (check one or more):

      ___   (a) The Transferee's most recent publicly available financial
            statements, which statements present the information as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (b) The most recent publicly available information appearing in
            documents filed by the Transferee with the Securities and Exchange
            Commission or another United States federal, state, or local
            governmental agency or self-regulatory organization, or with a
            foreign governmental agency or self-regulatory organization, which
            information is as of a date within 16 months preceding the date of
            sale of the Transferred Certificates in the case of a U.S. purchaser
            and within 18 months preceding such date of sale in the case of a
            foreign purchaser; or

      ___   (c) The most recent publicly available information appearing in a
            recognized securities manual, which information is as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (d) A certification by the chief financial officer, a person
            fulfilling an equivalent function, or other executive officer of the
            Transferee, specifying the amount of securities owned and invested
            on a discretionary basis by the Transferee as of a specific date on
            or since the close of the Transferee's most recent fiscal year, or,
            in the case of a Transferee that is a member of a "family of
            investment companies", as that term is defined in Rule 144A, a
            certification by an executive officer of the investment adviser
            specifying the amount of securities owned by the "family of
            investment companies" as of a specific date on or since the close of
            the Transferee's most recent fiscal year.

      ___   (e)   Other. (Please specify brief description of method) __________
                  ______________________________________________________________
                  ______________________________________________________________

      4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:

      (a) the following instruments and interests shall be excluded: securities
of issuers that are affiliated with such entity; securities that are part of an
unsold allotment to or subscription by such entity, if such entity is a dealer;
securities of issuers that are part of such entity's "family of investment
companies", if such entity is a registered investment company; bank deposit
notes and certificates of deposit; loan participations; repurchase agreements;
securities owned but subject to a repurchase agreement; and currency, interest
rate and commodity swaps;

      (b) the aggregate value of the securities shall be the cost of such
securities, except where the entity reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities may be valued at market; and

      (c) securities owned by subsidiaries of the entity that are consolidated
with the entity in its financial statements prepared in accordance with
generally accepted accounting principles may be included if the investments of
such subsidiaries are managed under the direction of the entity, except that,
unless the entity is a reporting company under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, securities owned by such
subsidiaries may not be included if the entity itself is a majority-owned
subsidiary that would be included in the consolidated financial statements of
another enterprise.

      5. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

      6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.

                                          Very truly yours,

                                          --------------------------------------
                                          (Transferor)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE

                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as a master servicer (in
such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a master
servicer (in such capacity, "Master Servicer No. 2" and, together with Master
Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
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 and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ____, having an initial aggregate [Certificate Principal
                  Balance] [Certificate Notional Amount] as of November 14, 2007
                  (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, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to and
agrees with you, as Certificate Registrar, and for the benefit of the Depositor
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 and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ____, having an initial aggregate [Certificate Principal
                  Balance] [Certificate Notional Amount] as of November 14, 2007
                  (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, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to and
agrees with you, as Certificate Registrar, and for the benefit of the Depositor
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 and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as a master servicer (in
such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a master
servicer (in such capacity, "Master Servicer No. 2" and, together with Master
Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
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.

---------------------------
(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.

      ___   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:
                                                --------------------------------

<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 and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling
and Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, KeyCorp Real Estate Capital Markets, Inc., as a master
servicer (in such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a
master servicer (in such capacity, "Master Servicer No. 2" and, together with
Master Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as
special servicer (in such capacity, the "Special Servicer"), and Wells Fargo
Bank, N.A., as trustee (in such capacity, the "Trustee"). All capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

      1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

      2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1B to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or as Exhibit F-2B to
the Pooling and Servicing Agreement; or (C) an Opinion of Counsel satisfactory
to the Certificate Registrar that the transfer may be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding the transfer from the prospective transferor and/or
prospective transferee upon which such Opinion of Counsel is based.

      3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO TITLE I OF 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 ANY
            FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR
            TO THE FOREGOING PROVISIONS OF ERISA OR 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 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, the Trustee 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 TITLE I OF 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 ANY
            FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR
            TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON
            WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
            INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
            OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
            PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
            SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
            HEREIN.

      4. The Transferee has been furnished with all information regarding (a)
The Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that it has requested.

                                          Very truly yours,

                                          (Transferee)

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

      The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee").

      2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale for a foreign bank or equivalent
            institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

----------------------
(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.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under
            subsection (a)(1) of Rule 144A pursuant to which it qualifies.
            Note that registered investment companies should complete Annex 2
            rather than this Annex 1.)

      3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

      4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any such Person, the Transferee used
the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

      5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

            ____  ____ Will the Transferee be acquiring interests in
            Yes   No   the Transferred Certificates only for the Transferee's
                       own account?

      6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

      7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

      8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                          Very truly yours,

                                          (Transferee)

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
                                             Date:

<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 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, the Trustee 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 TITLE I OF 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 ANY
            FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR
            TO THE FOREGOING PROVISIONS OF ERISA OR 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 and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as a master servicer (in
such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a master
servicer (in such capacity, "Master Servicer No. 2" and, together with Master
Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as Certificate Registrar one of the following alternatives:

            The Transferee is neither (A) a retirement plan or other 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 Title I of ERISA or
            Section 4975 of the Code or any materially similar provision of
            applicable federal, state or local law (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

            With respect to non-investment grade certificates, 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 Certificates by such Person is exempt from the
            prohibited transaction provisions of Section 406 of ERISA and
            Section 4975 of the Code and Similar Law by reason of Sections I and
            III of Prohibited Transaction Class Exemption 95-60 or a comparable
            exemption under Similar Law.

            With respect to investment grade 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 Securities (USA) LLC (PTE
            89-90), as amended most recently by PTE 2007-5, and such Plan (X) is
            an accredited investor as defined in Rule 501(a)(1) of Regulation D
            of the Securities Act and (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 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.

                                          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 2007-C5,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of
                  November 14, 2007 (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, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as a master servicer (in such capacity, "Master Servicer
No. 1"), Capmark Finance Inc., as a master servicer (in such capacity, "Master
Servicer No. 2" and, together with Master Servicer No. 1, the "Master
Servicers"), Centerline Servicing Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you one
of the following alternatives:

            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 Title I of ERISA or Section 4975 of the
            Code or any materially similar provision of applicable federal,
            state or local law (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;

            With respect to non-investment grade certificates, 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 and Similar Law by reason of Sections I and
            III of Prohibited Transaction Class Exemption 95-60 or a comparable
            exemption under Similar Law; or

            With respect to investment grade 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 Securities (USA) LLC (PTE
            89-90), as amended most recently by PTE 2007-5, and such Plan (X) is
            an accredited investor as defined in Rule 501(a)(1) of Regulation D
            of the Securities Act and (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 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.

                                          Very truly yours,

                                          --------------------------------------
                                          (Transferee)


                                          By:
                                             -----------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

<PAGE>

                                   EXHIBIT H-1

                FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT
               FOR TRANSFERS OF [CLASS R] [CLASS LR] CERTIFICATES

STATE OF                      )
                              ) ss:
COUNTY OF                     )

      ____________________, being first duly sworn, deposes and says that:

      1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
[Class R] [Class LR] Certificates, evidencing a ___% Percentage Interest in such
Class (the "Residual Interest Certificates")), a _________________ duly
organized and validly existing under the laws of ____________________, on behalf
of which he/she makes this affidavit. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement pursuant to which the Residual Interest
Certificates were issued (the "Pooling and Servicing Agreement").

      2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Freddie Mac, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).

      3. The Transferee is aware (i) of the tax that would be imposed under the
Code on transfers of the Residual Interest Certificates to non-Permitted
Transferees; (ii) that such tax would be on the transferor or, if such transfer
is through an agent (which Person includes a broker, nominee or middleman) for a
non-Permitted Transferee, on the agent; (iii) that the Person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such Person an affidavit that the transferee is a Permitted
Transferee and, at the time of transfer, such Person does not have actual
knowledge that the affidavit is false; and (iv) that the Residual Interest
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
is to enable the transferor to impede the assessment or collection of tax.

      4. The Transferee is aware of the tax imposed on a "pass-through entity"
holding the Residual Interest Certificates if at any time during the taxable
year of the pass-through entity a non-Permitted Transferee is the record holder
of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

      5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

      6. The Transferee consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Interest Certificates will only be
owned, directly or indirectly, by a Permitted Transferee. In addition, the
Transferee will honor all the restrictions set forth herein upon any subsequent
transfers of the [Class R] [Class LR] Certificates.

      7. The Transferee's taxpayer identification number is ___________________

      8. The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Interest Certificates (in particular, clause (ii) of Section
5.02(d) which authorizes the 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] [Class LR] Certificate, as applicable,
does not exceed the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such [Class R] [Class LR] Certificate;

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

                  The transfer of the [Class R] [Class LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from [Class R] [Class LR] Certificate will only
                  be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the [Class R] [Class LR]
                  Certificate only to another "eligible corporation," as defined
                  in U.S. Treasury Regulation Section 1.860E-1(c)(6)(i), in a
                  transaction that satisfies the requirements of Sections
                  1.860E-1(c)(4)(i), (ii) and (iii) and 1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the [Class R] [Class LR] Certificate based on
                  reasonable market assumptions (including, but not limited to,
                  borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates
                  and other factors specific to the Transferee) that it has
                  determined in good faith.

                  None of the above.

      11. The Transferee will not cause the income from the Residual Interest
Certificate to be attributed to a foreign permanent establishment or fixed base
(within the meaning of an applicable income tax treaty) of the Transferee or any
other United States Person.

      12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Interest Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Certificates.

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

<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors,
by its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.


                                    [TRANSFEREE]

                                    By:
                                       -----------------------------------------
                                    [Name of Officer]
                                    [Title of Officer]

[Corporate Seal]

ATTEST:

---------------------------------
[Assistant] Secretary

      Personally appeared before me the above-named ____________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the ____________________ of the Transferee, and acknowledged to me that
he/she executed the same as his/her free act and deed and the free act and deed
of the Transferee

      Subscribed and sworn before me this ______ day of __________________,
____________.


-----------------------------
NOTARY PUBLIC

COUNTY OF   ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.

<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                        [CLASS R] [CLASS LR] CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth and Marquette,
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2007-C5

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
                  [Class R] [Class LR] Certificates, evidencing a ____%
                  Percentage Interest in such Class (the "Residual Interest
                  Certificates")

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
of the Residual Interest Certificates, pursuant to the Pooling and Servicing
Agreement dated as of November 1, 2007 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, KeyCorp Real Estate Capital Markets, Inc., as a master servicer
(in such capacity, "Master Servicer No. 1"), Capmark Finance Inc., as a
master servicer (in such capacity, "Master Servicer No. 2" and, together with
Master Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as
special servicer (in such capacity, the "Special Servicer"), and Wells Fargo
Bank, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar,
that:

      1. No purpose of the Transferor relating to the transfer of the Residual
Interest Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

      2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.

      3. The Transferor has at the time of this transfer conducted a reasonable
investigation of the financial condition of the Transferee (or the beneficial
owners of the Transferee if the Transferee is classified as a partnership under
the Code) as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and,
as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due in the future. The Transferor understands that the
transfer of the Residual Interest Certificates may not be respected for United
States income tax purposes (and the Transferor may continue to be liable for
United States income taxes associated therewith) unless the Transferor has
conducted such an investigation.

                                          Very truly yours,

                                          [TRANSFEROR]

                                          By:
                                             -----------------------------------
                                          (Transferor)
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT I

        SERIES 2007-C5 DIRECTING CERTIFICATEHOLDER'S REPORTS CHECKLIST

<TABLE>
<CAPTION>
             Information                             Format                Frequency

<S>                                    <C>        <C>           <C>
Property Operating Statement            Actual      PDF/TIF     Quarterly per Section 3.12/4.02
                                                                of PSA(3)
Property Rent Roll                      Actual      PDF/TIF     Quarterly per Section 3/12/4.02
                                                                of PSA(3)
Other Financials as required by         Actual      PDF/TIF     Per Section 3.12/4.02 of PSA(3)
Mortgage Loan Documents

Property Inspection                     Actual      PDF/TIF     Within 30 days of annual or
                                                                other inspection per Section
                                                                3.12 of PSA, delivered
                                                                Quarterly(3)

P&I Advances as of Remittance Date      Monthly      Excel      Master Servicer Remittance Date
Report(1)

Mortgage Loans Delinquent Report(2)     Monthly      Excel      End of each month per Section
                                                                4.02 of PSA
Interest on Advance Reconciliation      Monthly      Excel      Distribution Date
Report
CMSA Setup File                        CMSA IRP   Access/Excel  Monthly/Distribution Date
(Issuer/Trustee/Servicer)
CMSA Property File                     CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Loan Periodic Update File         CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Financial File                    CMSA IRP   Access/Excel  Monthly/Distribution Date
Distribution Statement (Trustee)        Monthly    Excel/PDF    Monthly/Distribution Date
CMSA Bond File (Trustee)               CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Collateral File (Trustee)         CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Supplemental Reports              CMSA IRP   Access/Excel  Monthly/Distribution Date
Operating Statement Analysis Report    CMSA IRP   Access/Excel  Monthly/Distribution Date
NOI Adjustment Worksheet               CMSA IRP   Access/Excel  Monthly/Distribution Date
Documentation Exceptions Report        Quarterly  Access/Excel  Monthly/Distribution Date
(Trustee)
</TABLE>

Footnotes:

(1) On the Master Servicer Remittance Date following the Determination Date for
the related Distribution Date, a list of all Mortgage Loans delinquent and
requiring a P&I Advance.

(2) As of the last day of the month (30th), for all delinquencies report in FN 1
above, a list of all Mortgage Loans which remain delinquent for such
distribution period (along with the number of days delinquent) accompanied with
any reason, in the applicable Master Servicer's opinion, for the Mortgage Loans
continued delinquency, along with an explanation of the Master Servicers'
attempts to cure.

(3) All reports and files to be delivered in the Centerline Naming Convention.

<PAGE>

                                   EXHIBIT J

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF                )
                        )  ss.:
COUNTY OF               )

      _________________________________________, ______________________, being
duly sworn, deposes and says:

      1. that he/she is an authorized signatory of _________________________
(the "Noteholder");

      2. that the Noteholder is the owner and holder of a mortgage loan in the
original principal amount of $____________________ secured by a mortgage (the
"Mortgage") on the premises known as ________________________________________,
located in ____________________;

      3. that the Noteholder, after having conducted a diligent investigation of
its records and files, has been unable to locate the following original note and
believes that said original note has been lost, misfiled, misplaced or destroyed
due to a clerical error:

      a note in the original sum of $___________ made by _____________________,
to __________________________, under date of ___________ (the "Note");

      4. that the Note is now owned and held by the Noteholder;

      5. that the Note has not been paid-off, satisfied, assigned, transferred,
encumbered, endorsed, pledged, hypothecated, or otherwise disposed of and that
the original Note has been either lost, misfiled, misplaced or destroyed;

      6. that no other person, firm, corporation or other entity has any right,
title, interest or claim in the Note except the Noteholder; and

      7. upon assignment of the Note by the Noteholder to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to Wells Fargo Bank, N.A., as trustee,
(the "Trustee") for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2007-C5 (which assignment may, at the discretion of the Depositor, be made
directly by the Noteholder to the Trustee), the Noteholder covenants and agrees
(a) to promptly deliver to the Trustee the original Note if it is subsequently
found, and (b) to indemnify and hold harmless the Trustee and its successors and
assigns from and against any and all costs, expenses and monetary losses arising
as a result of the Noteholder's or the Depositor's failure to deliver said
original Note to the Trustee.

                                          NAME OF NOTEHOLDER


                                          By:
                                             -----------------------------------
                                          Authorized Signatory

Sworn to before me this
_______  day of ____________, 20__

<PAGE>

                                    EXHIBIT K

          FORM OF NOTICE REGARDING DEFEASANCE OF TRUST MORTGAGE LOAN

     [For loans having a principal balance of less than (a) $20,000,000,
     and (b) 5% of outstanding pool balance, and which loan is not one of
                 the 10 largest loans in the respective pool]

To:       Standard & Poor's Ratings Services
          55 Water Street
          New York, New York  10041
          Attn: Commercial Mortgage Surveillance

From: From:_______________________, in its capacity as Master Servicer [No. 1]
      [No. 2] under the Pooling and Servicing Agreement dated as of November 1,
      2007 (the "Pooling and Servicing Agreement"), among KeyCorp Real Estate
      Capital Markets, Inc., as Master Servicer No. 1, Capmark Finance Inc., as
      Master Servicer No. 2, Wells Fargo Bank, N.A., as trustee, and others.

Date:       ____________________, 20___

Pool:     ___________________________________________
          Commercial Mortgage Pass-Through Certificates
          Series 2007-C5 (the "Trust")

Loan:     Trust Mortgage Loan (the "Trust Mortgage Loan") to
          ______________________________ (the "Borrower") identified by loan
          number ________________ and heretofore secured by the real property
          known as ________________________________________________.

      Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

      THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF THE MASTER SERVICERS UNDER THE
POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

      We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the Master Servicer [No. 1][No. 2] have determined, consistent with
the Servicing Standard, will have no material adverse effect on the Trust
Mortgage Loan or the defeasance transaction:

      1. The mortgagor (the "Mortgagor") has consummated a defeasance of the
Trust Mortgage Loan of the type checked below:

      ____        a full defeasance of the entire outstanding principal
                  balance ($___________) of the Trust Mortgage Loan; or

      ____        a partial defeasance of a portion ($__________) of the
                  Trust Mortgage Loan that represents ___% of the entire
                  principal balance of the Trust Mortgage Loan ($________);

      2. The defeasance was consummated on __________, 20__.

      3. The defeasance was completed in all material respects in accordance
with the conditions for defeasance specified in the Mortgage Loan Documents and
in accordance with the Servicing Standard.

      4. The defeasance collateral consists only of one or more of the
following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt
obligations of the Federal Home Loan Mortgage Corporation, or (iv) interest-only
direct debt obligations of the Resolution Funding Corporation. Such defeasance
collateral consists of securities that (i) if they include a principal
obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not subject to prepayment, call or
early redemption.

      5. After the defeasance, the defeasance collateral will be owned by an
entity (the "Defeasance Obligor") that: (i) is the original Borrower, (ii) is a
Single-Purpose Entity (as defined in the S&P Criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those
contained in the organizational documents of the original Borrower with respect
to bankruptcy remoteness and single purpose, (iv) has been designated as the
Defeasance Obligor by the originator of the Trust Mortgage Loan pursuant to the
terms of the Mortgage Loan Documents, or (v) has delivered a letter from S&P
confirming that the organizational documents of such Defeasance Obligor were
previously approved by S&P. The Defeasance Obligor owns no assets other than
defeasance collateral and (only in the case of the original Borrower) real
property securing one or more Trust Mortgage Loans included in the pool under
the Pooling and Servicing Agreement (the "Pool").

      6. If such Defeasance Obligor (together with its affiliates) holds more
than one defeased loan, it does not (together with its affiliates) hold defeased
loans aggregating more than $20,000,000 or more than five percent (5%) of the
aggregate certificate balance of the Certificates as of the date of the most
recent Trustee Report received by the Master Servicer [No. 1][No. 2] (the
"Current Report").

      7. The defeasance documents require that the defeasance collateral be
credited to an eligible account (as defined in the S&P Criteria) that must be
maintained as a securities account by a securities intermediary that is at all
times an Eligible Institution (as defined in the S&P Criteria). The securities
intermediary may reinvest proceeds of the defeasance collateral only in
Permitted Investments (as defined in the Pooling and Servicing Agreement).

      8. The securities intermediary is obligated to pay from the proceeds of
the defeasance collateral, directly to the Master Servicer's [No. 1][No. 2]
collection account, all scheduled payments on the Trust Mortgage Loan or, in a
partial defeasance, not less than 125% of the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased (the
"Scheduled Payments").

      9. The Master Servicer [No. 1][No. 2] received written confirmation from
an independent certified public accountant stating that (i) revenues from the
defeasance collateral (without taking into account any earnings on reinvestment
of such revenues) will be sufficient to timely pay each of the Scheduled
Payments including the payment in full of the Trust Mortgage Loan (or the
allocated portion thereof in connection with a partial defeasance) on its
Maturity Date (or, in the case of an ARD Trust Mortgage Loan, on its Anticipated
Repayment Date), (ii) the revenues received in any month from the defeasance
collateral will be applied to make Scheduled Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not subject to
prepayment, call or early redemption, and (iv) interest income from the
defeasance collateral to the Defeasance Obligor in any tax year will not exceed
such Defeasance Obligor's interest expense for the Trust Mortgage Loan (or the
allocated portion thereof in a partial defeasance) for such year, other than in
the year in which the Maturity Date or Anticipated Repayment Date will occur,
when interest income will exceed interest expense.

      10. The Master Servicer [No. 1][No. 2] received opinions of counsel that,
subject to customary qualifications and exceptions, (i) the defeasance will not
cause the Trust to fail to qualify as a REMIC for purpose of the Internal
Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance
Obligor in connection with the defeasance are enforceable against them in
accordance with their terms, and (iii) the Trustee will have a perfected, first
priority security interest in the defeasance collateral.

      11. The agreements executed in connection with the defeasance (i) prohibit
subordinate liens against the defeasance collateral, (ii) provide for payment
from sources other than the defeasance collateral of all fees and expenses of
the securities intermediary for administering the defeasance and the securities
account and all fees and expenses of maintaining the existence of the Defeasance
Obligor, (iii) permit release of surplus defeasance collateral and earnings on
reinvestment to the Defeasance Obligor only after the Trust Mortgage Loan has
been paid in full, (iv) include representations and/or covenants of the
Mortgagor and/or securities intermediary substantially as set forth on Exhibit B
hereto, (v) provide for survival of such representations; and (vi) do not permit
waiver of such representations and covenants.

      12. The outstanding principal balance of the Trust Mortgage Loan
immediately before the defeasance was less than $20,000,000 and less than 5% of
the aggregate certificate balance of the Certificates as of the date of the
Current Report. The Trust Mortgage Loan is not one of the ten (10) largest loans
in the pool.

      13. Copies of all material agreements, instruments, organizational
documents, opinions of counsel, accountant's report and other items delivered in
connection with the defeasance will be provided to you upon request.

      14. The individual executing this notice is an authorized officer or a
servicing officer of the Master Servicer.

      IN WITNESS WHEREOF, the Master Servicer [No. 1][No. 2] has caused this
notice to be executed as of the date captioned above.

                                          [KEYCORP REAL ESTATE CAPITAL MARKETS,
                                          INC.]:

                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                          [CAPMARK FINANCE INC.]

                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

<PAGE>

                             Exhibit A to Exhibit K

                                   EXCEPTIONS


<PAGE>

                             Exhibit B to Exhibit K

                REPRESENTATIONS AND/OR COVENANTS OF THE MORTGAGOR
                         AND/OR SECURITIES INTERMEDIARY

      General:

      1. [The defeasance agreements] create a valid and continuing security
interest (as defined in the applicable UCC) in the [name specified accounts] in
favor of the [Secured Party], which security interest is prior to all other
[Liens], and is enforceable as such as against creditors of and purchasers from
[Debtor].

      Note that "Collateral" means securities, permitted investments and other
assets credited to securities accounts.

      2. The [Deposit Account], constitutes a "deposit account" within the
meaning of the applicable UCC.

      3. All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account]
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.

Creation:

      4. [Debtor] owns and has good and marketable title to the [Collateral,
Securities Account and Deposit Account] free and clear of any [Lien], claim or
encumbrance of any Person.

      5. [Debtor] has received all consents and approvals required by the terms
of the [Collateral] to the transfer to the [Secured Party] of its interest and
rights in the [Collateral] hereunder.

      Perfection:

      6. [Debtor] has caused or will have caused, within ten (10) days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.

      7. [Debtor] has delivered to [Secured Party] a fully executed agreement
pursuant to which the securities intermediary or the account bank has agreed to
comply with all instructions originated by the [Secured Party] relating to the
[Securities Account] or directing disposition of the funds in the [Deposit
Account] without further consent by the [Debtor].

      8. [Debtor] has taken all steps necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person having
a security entitlement against the securities intermediary in the [Securities
Account].

      9. [Debtor] has taken all steps necessary to cause [Secured Party] to
become the account holder of the [Deposit Account].

      Priority:

      10. Other than the security interest granted to the [Secured Party]
pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the [Collateral, Securities
Account and Deposit Account]. [Debtor] has not authorized the filing of and is
not aware of any financing statements against [Debtor] that include a
description of collateral covering the [Collateral, Securities Account and
Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated.
Debtor is not aware of any judgment or tax lien filings against [Debtor].

      11. The [Securities Account and Deposit Account] are not in the name of
any person other than the [Debtor] or the [Secured Party]. The [Debtor] has not
consented to the securities intermediary of any [Securities Account] or the
account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].

<PAGE>

                                    EXHIBIT L

                           SCHEDULE OF REFERENCE RATES

   Distribution Date     Reference Rate      Distribution Date    Reference Rate
---------------------- ------------------ ---------------------- ---------------
December 2007               6.10370%       June 2011                 6.29145%
January 2008                6.29515%       July 2011                 6.10017%
February 2008               6.10364%       August 2011               6.29130%
March 2008                  6.10364%       September 2011            6.29123%
April 2008                  6.29504%       October 2011              6.09997%
May 2008                    6.10354%       November 2011             6.29107%
June 2008                   6.29497%       December 2011             6.09982%
July 2008                   6.10347%       January 2012              6.29091%
August 2008                 6.29489%       February 2012             6.09952%
September 2008              6.29486%       March 2012                6.09929%
October 2008                6.10337%       April 2012                6.27938%
November 2008               6.29477%       May 2012                  6.02164%
December 2008               6.10328%       June 2012                 6.20785%
January 2009                6.10323%       July 2012                 6.01918%
February 2009               6.10319%       August 2012               6.20494%
March 2009                  6.10324%       September 2012            6.20480%
April 2009                  6.29451%       October 2012              6.01523%
May 2009                    6.10304%       November 2012             6.19953%
June 2009                   6.29441%       December 2012             6.01379%
July 2009                   6.10294%       January 2013              6.01364%
August 2009                 6.29431%       February 2013             6.01351%
September 2009              6.29426%       March 2013                6.01374%
October 2009                6.10280%       April 2013                6.19872%
November 2009               6.29414%       May 2013                  6.01305%
December 2009               6.10269%       June 2013                 6.19841%
January 2010                6.10262%       July 2013                 6.01276%
February 2010               6.10257%       August 2013               6.19809%
March 2010                  6.10265%       September 2013            6.19794%
April 2010                  6.29381%       October 2013              6.01234%
May 2010                    6.10238%       November 2013             6.19761%
June 2010                   6.29368%       December 2013             6.01204%
July 2010                   6.10226%       January 2014              6.01188%
August 2010                 6.29356%       February 2014             6.01174%
September 2010              6.29212%       March 2014                6.01199%
October 2010                6.10079%       April 2014                6.19674%
November 2010               6.29199%       May 2014                  6.01124%
December 2010               6.10066%       June 2014                 6.20799%
January 2011                6.10059%       July 2014                 6.03215%
February 2011               6.10053%       August 2014               6.21681%
March 2011                  6.10067%       September 2014            6.19914%
April 2011                  6.29160%       October 2014              6.01351%
May 2011                    6.10031%       November 2014             6.19677%


<PAGE>

                                   EXHIBIT M-1

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

            I, [identify the certifying individual], a [title] of Credit Suisse
First Boston Mortgage Securities Corp., the depositor into the above-referenced
Trust, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      Form 10-D required to be filed in respect of periods included in the year
      covered by this annual report, of the Trust;

            2. Based on my knowledge, the Exchange Act periodic reports, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading with respect to the period covered by this annual report;

            3. Based on my knowledge, all of the distribution, servicing and
      other information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            4. Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic report, the servicers have
      fulfilled their obligations under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

<PAGE>

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Wachovia Bank, National
Association and Wells Fargo Bank, N.A.

Date: _____________________________


-----------------------------------
President and Chief Executive Officer
Credit Suisse First Boston Mortgage Securities Corp.

<PAGE>

                                   EXHIBIT M-2

                      FORM OF TRUSTEE BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      The undersigned, __________, a __________ of WELLS FARGO BANK, N.A., on
      behalf of WELLS FARGO BANK, N.A., as Trustee (the "Trustee"), under
      that certain pooling and servicing agreement, dated as of November 1,
      2007, (the "Pooling and Servicing Agreement") entered into by Credit
      Suisse First Boston Mortgage Securities Corp., (the "Depositor"),
      KeyCorp Real Estate Capital Markets, Inc., as a master servicer
      ("Master Servicer No. 1"), Capmark Finance Inc., as a master servicer
      ("Master Servicer No. 2" and, together with Master Servicer No. 1, the
      "Master Servicers"), Centerline Servicing Inc., as special servicer (in
      such capacity, the "Special Servicer"), and the Trustee, certify to
      [_______], the Depositor and its officers, directors and affiliates, to
      the extent that the following information is within our normal area of
      responsibilities and duties under the Pooling and Servicing Agreement,
      and with the knowledge and intent that they will rely upon this
      certification, that:

            1.    I have reviewed the annual report on Form 10-K for the fiscal
                  year [20___] (the "Annual Report"), and all reports on Form
                  10-D containing statements to certificateholders filed in
                  respect of periods included in the year covered by the Annual
                  Report (collectively with the Annual Report, the "Reports"),
                  of the Trust;

            2.    Based on my knowledge, the information in the Reports, to
                  the extent prepared by the Trustee (but not including any
                  information provided to the Trustee by the Master Servicer
                  or the Special Servicer, other than to the extent that such
                  information has been aggregated or manipulated by Trustee),
                  taken as a whole, do not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements made, in light of the circumstances
                  under which such statements were made, not misleading with
                  respect to the last day of the period covered by the Annual
                  Report; and

            3.    Based on my knowledge, all of the distribution information
                  required to be provided by the Trustee under the Pooling and
                  Servicing Agreement for inclusion in the Reports is included
                  in the Reports.

<PAGE>

Date: _________________________

WELLS FARGO BANK, N.A.



-------------------------------
[Signature]
[Title]

<PAGE>

                                  EXHIBIT M-3A

               FORM OF MASTER SERVICER NO. 1 BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      I, [identify the certifying individual], a [_______________] of KEYCORP
      REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation , as Master
      Servicer No. 1 ("Master Servicer No. 1") under that certain pooling and
      servicing agreement dated as of November 1, 2007 (the "Pooling and
      Servicing Agreement"), among Credit Suisse First Boston Mortgage
      Securities Corp., as depositor (the "Depositor"), Master Servicer No.
      1, Capmark Finance Inc., as Master Servicer No. 2 ("Master Servicer No.
      2" and, together with Master Servicer No. 1, the "Master Servicers"),
      Centerline Servicing Inc., as special servicer (in such capacity, the
      "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
      "Trustee"), on behalf of the Master Servicer No. 1, certify to [Name of
      Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
      and its officers, directors and affiliates, and with the knowledge and
      intent that they will rely upon this certification (capitalized terms
      used herein shall have the meanings assigned to such terms in the
      Pooling and Servicing Agreement), that:

            1.    Based on my knowledge, with respect to the period ending
                  December 31, 20[__] (the "Relevant Period"), and assuming
                  (a) the accuracy of the statements required to be made by
                  the Special Servicer in the special servicer backup
                  certificate delivered by the Special Servicer relating to
                  the Relevant Period and (b) that the information regarding
                  the Mortgage Loans, the Borrowers and the Mortgaged
                  Properties in the Prospectus Supplement does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statement made, in
                  light of the circumstances under which such statements were
                  made, not misleading, all servicing information and all
                  reports required to be submitted by Master Servicer No. 1
                  to the Trustee pursuant to Sections 3.12(a) and 3.12(b) of
                  the Pooling and Servicing Agreement (the "Servicer
                  Reports") for inclusion in the annual report on Form 10-K
                  for the Relevant Period and inclusion in all reports on
                  Form 8-K have been submitted by the Master Servicer No. 1
                  to the Trustee for inclusion in these reports;

            2.    Based on my knowledge, and assuming (a) the accuracy of the
                  statements required to be made by the Special Servicer in
                  the special servicer backup certificate delivered by the
                  Special Servicer relating to the Relevant Period and (b)
                  that the information regarding the Mortgage Loans, the
                  Borrowers and the Mortgaged Properties in the Prospectus
                  Supplement does not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statement made, in light of the circumstances
                  under which such statements were made, not misleading, the
                  information contained in the Servicer Reports, taken as a
                  whole, does not contain any untrue statement of a material
                  fact or omit to state a material fact necessary to make the
                  statements made, in light of the circumstances under which
                  such statements were made, not misleading with respect to
                  the Relevant Period; and

            3.    Based on my knowledge and the compliance review conducted
                  in preparing the annual compliance statement required under
                  Section 12.11 of the Pooling and Servicing Agreement,
                  during the Relevant Period Master Servicer No. 1 has
                  fulfilled its obligations under the Pooling and Servicing
                  Agreement in all material respects, except as disclosed in
                  the annual officer's certificate required under such
                  Section 12.11.

[In giving the certification above, I have reasonably relied on and make no
certification as to information provided to me by the following unaffiliated
parties: [name(s) of servicer, sub-servicer or co-servicer] and, notwithstanding
the foregoing certifications, neither I nor Master Servicer No. 1 makes any
certification under the foregoing clauses (2) and (3) with respect to the
information in the Servicing Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement.]

Date: _________________________

KEYCORP REAL ESTATE CAPITAL MARKETS, INC.


By: _____________________________
    Name:
    Title:

<PAGE>

                                  EXHIBIT M-3B

               FORM OF MASTER SERVICER NO. 2 BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      I, [identify the certifying individual], a [_______________] of CAPMARK
      FINANCE INC., a national banking association, ("Master Servicer No. 2")
      as Master Servicer under that certain pooling and servicing agreement,
      dated as of November 1, 2007 (the "Pooling and Servicing Agreement"),
      among Credit Suisse First Boston Mortgage Securities Corp., as
      depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc.,
      as master servicer ("Master Servicer No. 1 and, together with Master
      Servicer No. 2, the "Master Servicers"), Master Servicer No. 2,
      Centerline Servicing Inc., as special servicer (in such capacity, the
      "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
      "Trustee"), on behalf of the Master Servicer No. 2 certify to [Name of
      Certifying Person(s) for Sarbanes Oxley Certification], the Depositor,
      and its officers, directors and affiliates, and with the knowledge and
      intent that they will rely upon this certification (capitalized terms
      used herein shall have the meanings assigned to such terms in the
      Pooling and Servicing Agreement), that:

            1.    I have reviewed the servicing reports relating to the Trust
                  delivered by the Master Servicer No. 2 to the trustee pursuant
                  to the Pooling and Servicing Agreement covering the fiscal
                  year [_____];

            2.    Based on my knowledge, (a) assuming the accuracy of the
                  statements required to be made in the corresponding
                  certificate of the Special Servicer pursuant to Section
                  12.08 of the Pooling and Servicing Agreement and (b)
                  assuming that the information regarding the Mortgage Loans,
                  the Mortgagors or the Mortgaged Properties in the
                  prospectus (the "Mortgage Information") does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statement made, in the
                  light of the circumstances under which such statements were
                  made, not misleading (but only to the extent that such
                  Mortgage Information is or shall be used by the servicer to
                  prepare the servicing reports; provided, however, the
                  Master Servicer No. 2 shall provide any information of
                  which the Master Servicer No. 2 has knowledge, to the
                  extent such information updates the Mortgage Information
                  and is required to be provided by the Master Servicer No. 2
                  pursuant to the Pooling and Servicing Agreement), the
                  servicing information in the servicing reports taken as a
                  whole, does not contain any untrue statement of a material
                  fact or omit to state a material fact necessary to make the
                  statements made, in light of the circumstances under which
                  such statements were made, not misleading with respect to
                  the period covered by this report;

            3.    Based on my knowledge and assuming the accuracy of the
                  statements required to be made in the corresponding
                  certificate of the Special Servicer pursuant to Section
                  12.08 of the Pooling and Servicing Agreement, all servicing
                  information required to be provided to the Trustee by the
                  Master Servicer No. 2 under the Pooling and Servicing
                  Agreement is included in the servicing reports delivered by
                  the Master Servicer No. 2 to the Trustee;

            4.    I am responsible for reviewing the activities performed by
                  the Master Servicer No. 2 under the Pooling and Servicing
                  Agreement and based upon my knowledge and the annual
                  compliance reviews conducted in preparing the servicer
                  compliance statements required in this report under Item
                  1123 of Regulation AB with respect to the Master Servicer
                  No. 2, and except as disclosed in the compliance
                  certificate delivered by the Master Servicer No. 2 under
                  Section 12.11 of the Pooling and Servicing Agreement, the
                  Master Servicer No. 2 has fulfilled its obligations under
                  the Pooling and Servicing Agreement in all material
                  respects;

            5.    The accountant's statement delivered pursuant to Section
                  12.13 of the Pooling and Servicing Agreement discloses all
                  significant deficiencies relating to the Master Servicer
                  No. 2's compliance with the minimum servicing standards
                  based upon the report provided by an independent public
                  accountant, after conducting a review in compliance with
                  the Uniform Single Attestation Program for Mortgage Bankers
                  or similar procedure, as set forth in the Pooling and
                  Servicing Agreement;

            6.    All of the reports on assessment of compliance with
                  servicing criteria for asset-backed securities and their
                  related attestation reports on assessment of compliance
                  with servicing criteria for asset-backed securities with
                  respect to the Master Servicer No. 2 have been provided as
                  required by the Pooling and Servicing Agreement, except as
                  otherwise disclosed in the servicing reports. Any material
                  instances of noncompliance described in such reports have
                  been disclosed in the servicing reports; and

            7.    [If this certification is delivered by the Master Servicer
                  No. 2, add:] [In addition, notwithstanding the foregoing
                  certifications under clauses (2) and (3) above, the Master
                  Servicer No. 2 does not make any certification under such
                  clauses (2) and (3) above with respect to the information
                  in the servicing reports delivered by the Master Servicer
                  No. 2 to the Trustee referred to in such clauses (2) and
                  (3) above that is in turn dependent upon information
                  provided by the Special Servicer under the Pooling and
                  Servicing Agreement beyond the corresponding certification
                  actually provided by the Special Servicer pursuant to
                  Section 12.08 of the Pooling and Servicing Agreement.
                  Further, notwithstanding the foregoing certifications, the
                  Master Servicer No. 2 does not make any certification under
                  the foregoing clauses (1) through (5) that is in turn
                  dependent (i) upon information required to be provided by
                  any Sub-Servicer acting under a Sub-Servicing Agreement
                  that the Master Servicer No. 2 entered into in connection
                  with the issuance of the Certificates, or upon the
                  performance by any such Sub-Servicer of its obligations
                  pursuant to any such Sub-Servicing Agreement, in each case
                  beyond the respective backup certifications actually
                  provided by such Sub-Servicer to the Master Servicer No. 2
                  with respect to the information that is the subject of such
                  certification, or (ii) upon information required to be
                  provided by the Non-Serviced Mortgage Loan Servicer or upon
                  the performance by the Non-Serviced Mortgage Loan Servicer
                  of its obligations pursuant to the Non-Serviced Mortgage
                  Loan Pooling and Servicing Agreement, in each case beyond
                  the backup certification actually provided by the
                  Non-Serviced Mortgage Loan Servicer to the Master Servicer
                  No. 2 with respect to the information that is the subject
                  of such certification; provided that this clause (ii) shall
                  not apply in the event the Master Servicer No. 2 is, or is
                  an Affiliate of, the Non-Serviced Mortgage Loan Servicer.]

                  [If this certification is delivered by a Sub-Servicer retained
                  by the Master Servicer No. 2, add:] [In addition,
                  notwithstanding the foregoing certifications under clauses (2)
                  and (3) above, the Master Servicer No. 2 does not make any
                  certification under such clauses (2) and (3) above with
                  respect to the information in the servicing reports delivered
                  by the Master Servicer No. 2 to the Trustee referred to in
                  such clauses (2) and (3) above that is in turn dependent upon
                  information provided by the Special Servicer under the Pooling
                  and Servicing Agreement beyond the corresponding certification
                  actually provided by the Special Servicer pursuant to Section
                  12.08 of the Pooling and Servicing Agreement.]

[In giving the certification above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [name(s) of servicer,
sub-servicer or co-servicer]]


Date: _________________________

CAPMARK FINANCE INC.

By: _____________________________
   Name:
   Title:

<PAGE>

                                   EXHIBIT M-4

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      I, [identify the certifying individual], a [_______________ ] of
      Centerline Servicing Inc. (the "Special Servicer") as Special Servicer
      under that certain pooling and servicing agreement dated as of November
      1, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
      First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
      KeyCorp Real Estate Capital Markets, Inc., as a master servicer
      ("Master Servicer No. 1"), Capmark Finance Inc., as a master servicer
      ("Master Servicer No. 2" and, together with Master Servicer No. 1, the
      "Master Servicers"), the Special Servicer, and Wells Fargo Bank, N.A.,
      as trustee (the "Trustee"), on behalf of the Special Servicer certify
      to [Name of Certifying Person(s) for Sarbanes Oxley Certification], the
      Depositor, and its officers, directors and affiliates, and with the
      knowledge and intent that they will rely upon this certification, that:

            1.    Based on my knowledge, with respect to the period ending
                  December 31, 20[__] (the "Relevant Period"), all servicing
                  information and all required reports required to be
                  submitted by the Special Servicer to the Master Servicers
                  or Trustee pursuant to the Pooling and Servicing Agreement
                  (the "Special Servicer Reports") for inclusion in the
                  annual report on Form 10-K for the Relevant Period and
                  inclusion in all reports on Form 8-K have been submitted by
                  the Special Servicer to the Master Servicers or the
                  Trustee, as applicable, for inclusion in these reports;

            2.    Based on my knowledge, the information contained in the
                  Special Servicer Reports, taken as a whole, does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading as of the last day of the period ending
                  December 31, 20[__]; and

            3.    Based on my knowledge and the annual compliance review
                  required under Section 11.11 of the Pooling and Servicing
                  Agreement, during the Relevant Period the Special Servicer has
                  fulfilled its obligations under the Pooling and Servicing
                  Agreement in all material respects, except as disclosed in the
                  annual officer's certificate required under such Section
                  11.11.

<PAGE>

Date: _________________________

CENTERLINE SERVICING INC.

By:_____________________________
Name:
Title:

<PAGE>

                                   EXHIBIT M-5

                    FORM OF SUB-SERVICER BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2007-C5 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      As contemplated by that certain Pooling and Servicing Agreement dated
as of November 1, 2007 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor"), KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
No. 1 ("KRECM Master Servicer"), Capmark Finance Inc., as Master Servicer No.
2 ("Capmark Master Servicer" and, together with Master Servicer No. 1, the
"Master Servicers"), Centerline Servicing Inc., as special servicer (in such
capacity, the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee
(the "Trustee"), I, [identify the certifying individual], a
____________________ of ____________________, a ____________________
corporation (the "Sub-Servicer") as Sub-Servicer in connection with the
sub-servicing of one or more Mortgage Loans under the Pooling and Servicing
Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying
Person for Sarbanes-Oxley Certification], the Depositor, the [Capmark][KRECM]
Master Servicer, the Certificate Administrator, the Trustee and their
officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:

            (i) I have reviewed the Servicer Reports and Sub-Servicer Reports
      (each as defined below) relating to the Mortgage Loans delivered by the
      Sub-Servicer to the [Capmark][KRECM] Master Servicer, pursuant to the
      Sub-Servicing Agreement dated November 1, 2007 by and between the
      Sub-Servicer and the [Capmark][KRECM] Master Servicer (the "Sub-Servicing
      Agreement");

            (ii) Based on my knowledge, with respect to the period ending
      [December 31, 20__] (the "Relevant Period"), all servicing information and
      all reports required to be submitted by the Sub-Servicer to the
      Certificate Administrator pursuant to the Pooling and Servicing Agreement
      (the "Servicer Reports") for inclusion in the annual report on Form 10-K
      for the Relevant Period and inclusion in all reports on Form 8-K have been
      submitted by the Sub-Servicer to the Certificate Administrator for
      inclusion in these reports;

            (iii) Based on my knowledge, with respect to the Relevant Period,
      all servicing information and all reports required to be submitted by the
      Sub-Servicer to the [Capmark][KRECM] Master Servicer pursuant to the
      Sub-Servicing Agreement (the "Sub-Servicer Reports") have been submitted
      by the Sub-Servicer to the [Capmark][KRECM] Master Servicer;

            (iv) Based on my knowledge, the information contained in the
      Servicer Reports and Sub-Servicer Reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period ending December 31, 20[__];

            (v) Based upon my knowledge and the annual compliance review
      performed as required under Section [__] of the Sub-Servicing Agreement,
      and except as disclosed in the compliance certificate delivered pursuant
      to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
      fulfilled its obligations under the Sub-Servicing Agreement in all
      material respects;

            (vi) [I am responsible for reviewing the activities performed by the
      Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my
      knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements for inclusion on Form 10-K pursuant Item
      1123 of Regulation AB with respect to the Sub-Servicer, and except as
      disclosed in the compliance certificate delivered by the Sub-Servicer
      under Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
      fulfilled its obligations under the Sub-Servicing Servicing Agreement in
      all material respects];

            (vii) I have disclosed to the accountants that are to deliver the
      annual attestation report on assessment of compliance with the Relevant
      Servicing Criteria in respect of the Sub-Servicer with respect to the
      Trust's fiscal year _____ all information relating to the Sub-Servicer's
      assessment of compliance with the Relevant Servicing Criteria, in order to
      enable them to conduct a review in compliance with the standards for
      attestation engagements issued or adopted by the PCAOB; and

            (viii) All annual assessment reports required under Section [__] of
      the Sub-Servicing Agreement and their related annual attestation reports
      required to be provided to the [Capmark][KRECM] Master Servicer, the
      Certificate Administrator and the Depositor by the Sub-Servicer or any
      Servicing Function Participant retained by the Sub-Servicer under or as
      contemplated by the Pooling and Servicing Agreement and the Sub-Servicing
      Agreement have been provided thereby. Based on my knowledge, all material
      instances of noncompliance with the Relevant Servicing Criteria have been
      disclosed in such reports, in each case based upon the annual attestation
      report provided by a registered public accounting firm, after conducting a
      review in compliance with the standards for attestation engagements issued
      or adopted by the PCAOB, delivered pursuant to Section [__] of the
      Sub-Servicing Agreement.

      Capitalized terms used but not defined herein have the meanings set forth
in the Sub-Servicing Agreement or, if not defined in the Sub-Servicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.

Date:

                                       [INSERT NAME OF SUB-SERVICER]


                                       By: _____________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT N
                      SCHEDULE OF DESIGNATED SUB-SERVICERS

<TABLE>
<CAPTION>
------------------------------------------------------------          -----------------------------------------------
Property Name                                    UPB                  Subservicer

------------------------------------------------------------          -----------------------------------------------
<S>                                      <C>                          <C>
CP Fairways at Woodfield                 11,000,000                   Bernard Financial Group
CP Rolling Hills                         10,000,000                   Bernard Financial Group
CP Birchwood Pointe                       9,850,000                   Bernard Financial Group
CP Arbors of Lapeer                       2,400,000                   Bernard Financial Group
2400 Ogden Avenue                        18,750,000                   Draper and Kramer
Kukui Mall                               12,550,000                   Draper and Kramer
Independence Village of Waterstone       12,604,366                   Draper and Kramer
Bloomingdale Retail                       5,000,000                   Draper and Kramer
Cahokia Village                           4,789,000                   Draper and Kramer
Camelot Apartments                        6,139,866                   Financial Federal Savings Bank
Crystal Street Apartments                 4,043,265                   Financial Federal Savings Bank
Park West Apartments                      8,700,000                   Holiday Fenoglio Fowler - Houston
Oak Ridge Apartments                      8,300,000                   Holiday Fenoglio Fowler - Houston
Greyberry Apartments                      4,400,000                   Inland Commercial Mortgage Corporation
Westlake Commons                          3,690,000                   Inland Commercial Mortgage Corporation
Champps Orland Park                       3,154,677                   Inland Commercial Mortgage Corporation
Fulton Hill Studios                       1,550,000                   John B. Levy & Company
BMA Medical                               995,869                     Newmark Realty Capital
                                         -------------------
</TABLE>

<PAGE>

                                    EXHIBIT O

                         FORM OF CUSTODIAL CERTIFICATION

                                     [Date]

[DEPOSITOR]

[MASTER SERVICER]             Mortgage Loan Sellers

[SPECIAL SERVICER]


            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Ladies and Gentlemen:

      Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated
as of November 1, 2007 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
Servicer, the Special Servicer, or any Custodian (a) is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Trust Mortgage Loans delivered to
it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face and (b) shall have any
responsibility for determining whether the text of any assignment or endorsement
is in proper or recordable form, whether the requisite recording of any document
is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.

      In performing the reviews contemplated by Sections 2.02(a) and 2.02(b) of
the Agreement, the Trustee may conclusively rely on the purported genuineness of
any such document and any signature thereon. It is understood that the scope of
the Trustee's review of the Mortgage Files is limited solely to confirming that
the documents specified in clauses (i) through (v), (ix), (xi), (xii), (xvi) and
(xviii) and have been received and such additional information as will be
necessary for delivering the certifications required by the Agreement.

      Further, with respect to UCC filings, absent actual knowledge or copies of
UCC filings in the Mortgage File indicating otherwise, the Trustee shall make
the assumptions contemplated by Section 2.02(c) of the Agreement.

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                       Respectfully,

                                       WELLS FARGO BANK, N.A.
                                       as Trustee

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:


<PAGE>

                                    EXHIBIT P

                         TRUST MORTGAGE LOANS COVERED BY
                         ENVIRONMENTAL INSURANCE POLICY

<TABLE>
<CAPTION>
                                                  Environmental Insurance
  Loan #               Property Name                      Carrier                Loan Seller         Cut-Off Balance
----------  -----------------------------------  -------------------------  -----------------------  ----------------
<S>         <C>                                  <C>                        <C>                      <C>
   135      415 South San Pedro Street           Steadfast Insurance Co.    Column Financial, Inc.   $3,542,216.14
   159      98 Main Street                       Steadfast Insurance Co.    Column Financial, Inc.   $2,500,000.00
   185      A-1 Self Storage                     Steadfast Insurance Co.    Column Financial, Inc.   $1,500,000.00
   193      Algonac Retail Center                Steadfast Insurance Co.    Column Financial, Inc.     $920,246.61
   192      BMA Medical                          Steadfast Insurance Co.    Column Financial, Inc.     $995,869.20
   154      Carmichael Center                    Steadfast Insurance Co.    Column Financial, Inc.   $2,940,000.00
   151      Carolina Self Storage                Steadfast Insurance Co.    Column Financial, Inc.   $2,995,271.18
   186      Chapel Hill Station                  Steadfast Insurance Co.    Column Financial, Inc.   $1,496,294.29
   170      Cobblestone Fiesta                   Steadfast Insurance Co.    Column Financial, Inc.   $2,235,000.00
   168      Cold Springs Retail                  Steadfast Insurance Co.    Column Financial, Inc.   $2,273,658.78
   184      Colonial Drive Mini Storage          Steadfast Insurance Co.    Column Financial, Inc.   $1,506,540.15
   166      Crismon Retail                       Steadfast Insurance Co.    Column Financial, Inc.   $2,350,000.00
   188      Hollywood Video Outlot               Steadfast Insurance Co.    Column Financial, Inc.   $1,417,630.80
   191      Kyrene Industrial                    Steadfast Insurance Co.    Column Financial, Inc.   $1,179,191.33
   189      Mallard Place                        Steadfast Insurance Co.    Column Financial, Inc.   $1,397,955.38
   174      Megan and Coleman Court Apartments   Steadfast Insurance Co.    Column Financial, Inc.   $1,920,290.37
   181      Monticello Court Apartments          Steadfast Insurance Co.    Column Financial, Inc.   $1,718,000.00
   172      Moorestown Oaks                      Steadfast Insurance Co.    Column Financial, Inc.   $2,055,166.20
   161      MTW Apartments                       Steadfast Insurance Co.    Column Financial, Inc.   $2,444,937.78
   175      Oakmont Plaza                        Steadfast Insurance Co.    Column Financial, Inc.   $1,915,638.41
   177      Reimer Apartments - Gretna           Steadfast Insurance Co.    Column Financial, Inc.   $1,857,984.50
   178      Reimer Apartments - Millard          Steadfast Insurance Co.    Column Financial, Inc.   $1,853,997.40
   162      San Saba Medical Office              Steadfast Insurance Co.    Column Financial, Inc.   $2,440,000.00
   138      Shoppes at Willow                    Steadfast Insurance Co.    Column Financial, Inc.   $3,438,092.41
   164      Shoppes on 57th                      Zurich                     Column Financial, Inc.   $2,429,000.00
   130      Tyler Building                       Steadfast Insurance Co.    Column Financial, Inc.   $4,000,000.00
   155      Ustick Village Apartments            Steadfast Insurance Co.    Column Financial, Inc.   $2,745,373.59
   127      Western Parkview and Jefferson MHC   Steadfast Insurance Co.    Column Financial, Inc.   $4,100,000.00
  127.2         Western MHP                      Steadfast Insurance Co.    Column Financial, Inc.   $1,001,966.30
  127.3         Parkview MHC                     Steadfast Insurance Co.    Column Financial, Inc.     $961,657.30
  127.1         Jefferson MHC                    Steadfast Insurance Co.    Column Financial, Inc.   $2,136,376.40
   153      Winkworth Garden Apts                Steadfast Insurance Co.    Column Financial, Inc.   $2,950,000.00
</TABLE>

<PAGE>

                                    EXHIBIT Q

                 CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE

 Distribution Date         Balance        Distribution Date        Balance
------------------   ------------------- ------------------  --------------
December 2007.....   $65,083,000.00      September 2012....  $64,865,262.96
January 2008......   $65,083,000.00      October 2012......  $64,865,262.96
February 2008.....   $65,083,000.00      November 2012.....  $62,465,000.00
March 2008........   $65,083,000.00      December 2012.....  $61,158,000.00
April 2008........   $65,083,000.00      January 2013......  $60,037,000.00
May 2008..........   $65,083,000.00      February 2013.....  $58,910,000.00
June 2008.........   $65,083,000.00      March 2013........  $57,199,000.00
July 2008.........   $65,083,000.00      April 2013........  $56,056,000.00
August 2008.......   $65,083,000.00      May 2013..........  $54,715,000.00
September 2008....   $65,083,000.00      June 2013.........  $53,558,000.00
October 2008......   $65,083,000.00      July 2013.........  $52,204,000.00
November 2008.....   $65,083,000.00      August 2013.......  $51,034,000.00
December 2008.....   $65,083,000.00      September 2013....  $49,858,000.00
January 2009......   $65,083,000.00      October 2013......  $48,484,000.00
February 2009.....   $65,083,000.00      November 2013.....  $47,293,000.00
March 2009........   $65,083,000.00      December 2013.....  $45,906,000.00
April 2009........   $65,083,000.00      January 2014......  $44,702,000.00
May 2009..........   $65,083,000.00      February 2014.....  $43,491,000.00
June 2009.........   $65,083,000.00      March 2014........  $41,704,000.00
July 2009.........   $65,083,000.00      April 2014........  $40,476,000.00
August 2009.......   $65,083,000.00      May 2014..........  $39,407,000.00
September 2009....   $65,083,000.00      June 2014.........  $38,337,000.00
October 2009......   $65,083,000.00      July 2014.........  $37,268,000.00
November 2009.....   $65,083,000.00      August 2014.......  $36,198,000.00
December 2009.....   $65,083,000.00      September 2014....  $35,129,220.75
January 2010......   $65,083,000.00      October 2014......  $33,772,000.00
February 2010.....   $65,083,000.00      November 2014.....  $32,581,000.00
March 2010........   $65,083,000.00      December 2014.....  $31,211,000.00
April 2010........   $65,083,000.00      January 2015......  $30,006,000.00
May 2010..........   $65,083,000.00      February 2015.....  $28,794,000.00
June 2010.........   $65,083,000.00      March 2015........  $27,060,000.00
July 2010.........   $65,083,000.00      April 2015........  $25,833,000.00
August 2010.......   $65,083,000.00      May 2015..........  $24,427,000.00
September 2010....   $65,083,000.00      June 2015.........  $23,185,000.00
October 2010......   $65,083,000.00      July 2015.........  $21,765,000.00
November 2010.....   $65,083,000.00      August 2015.......  $20,509,000.00
December 2010.....   $65,083,000.00      September 2015....  $19,245,000.00
January 2011......   $65,083,000.00      October 2015......  $17,805,000.00
February 2011.....   $65,083,000.00      November 2015.....  $16,527,000.00
March 2011........   $65,083,000.00      December 2015.....  $15,072,000.00
April 2011........   $65,083,000.00      January 2016......  $13,779,000.00
May 2011..........   $65,083,000.00      February 2016.....  $12,479,000.00
June 2011.........   $65,083,000.00      March 2016........  $10,834,000.00
July 2011.........   $65,083,000.00      April 2016........  $9,518,000.00
August 2011.......   $65,083,000.00      May 2016..........  $8,026,000.00
September 2011....   $65,083,000.00      June 2016.........  $6,695,000.00
October 2011......   $65,083,000.00      July 2016.........  $5,188,000.00
November 2011.....   $65,083,000.00      August 2016.......  $3,841,000.00
December 2011.....   $65,083,000.00      September 2016....  $2,487,000.00
January 2012......   $65,083,000.00      October 2016......  $958,000.00
                                         November 2016 and
February 2012.....   $65,083,000.00      thereafter........  $0.00
March 2012........   $65,083,000.00
April 2012........   $65,083,000.00
May 2012..........   $65,083,000.00
June 2012.........   $65,083,000.00
July 2012.........   $65,083,000.00
August 2012.......   $65,083,000.00


<PAGE>

                                   EXHIBIT R-1

                        FORM OF INFORMATION REQUEST FROM

                     CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Corporate Trust Services, CSMC 2007-C5



KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500,
Kansas City, Missouri 64105
Attention:  Credit Suisse Commercial Mortgage Trust 2007-C5
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Capmark Finance Inc.
116 Welsh Road,
Horsham, Pennsylvania 19044
Attention:  Credit Suisse Commercial Mortgage Trust 2007-C5
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attention: Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5

      In accordance with the Pooling and Servicing Agreement dated as of
November 1, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer ("Master Servicer No. 1"),
Capmark Finance Inc., as master servicer ("Master Servicer No. 2" and, together
with Master Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc.,
as special servicer, 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 2007-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:

      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 their respective Websites;

      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 their respective Websites;

      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 2007-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

      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 R-2

              FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Corporate Trust Services, CSMC 2007-C5

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500,
Kansas City, Missouri 64105

Attention:  Credit Suisse Commercial Mortgage Trust 2007-C5
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Capmark Finance Inc.
116 Welsh Road,
Horsham, Pennsylvania 19044
Attention:  Credit Suisse Commercial Mortgage Trust 2007-C5
            Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attention:  Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2007-C5

      In accordance with the Pooling and Servicing Agreement dated as of
November 1, 2007 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer ("Master
Servicer No. 1"), Capmark Finance Inc., as master servicer ("Master Servicer
No. 2" and, together with Master Servicer No. 1, the "Master Servicers"),
Centerline Servicing Inc., as special servicer, 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 2007-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:

      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 their respective Websites;

      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 their respective Websites;

      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 2007-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

      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 S

                                 EARNOUT RESERVE

Bernardo Heights Plaza
Cold Springs Retail
Green Springs Shopping Center
Kukui Mall
Laurel Avenue Development
Storage King USA - Newark, NJ
Allanza at the Lakes
TIAA Industrial Portfolio
      TIAA - Cincinnati
      TIAA - Memphis
      TIAA - Atlanta
      TIAA - San Diego
      TIAA - Salt Lake City
      TIAA - Philadelphia
      TIAA - Chicago (West Chicago)
      TIAA - Phoenix
      TIAA - Dallas
      TIAA - Chicago (Bolingbrook)
      TIAA - Oakland
Tyler Building
Weeksville Crossing
Cochran - Simi Valley
Commerce Corporate Plaza
Essex Medical Office
Cowan Industrial Park
Ashley Burlington
Olentangy Commons Apartments
7700 Irvine Spectrum Center

<PAGE>

                                    EXHIBIT T

               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
                  2007-C5

Ladies and Gentlemen:

      Pursuant to Section 7.01(c) of the Pooling and Servicing Agreement,
dated as of November 1, 2007, relating to Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2007-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 U

                           Relevant Servicing Criteria

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      The assessment of compliance to be delivered shall address, at a minimum,
the criteria identified below as "Relevant Servicing Criteria" (with each
Servicing Function Participant deemed to be responsible for the items applicable
to the functions it is performing and for which the party that retained such
Servicing Function Participant is responsible):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                Relevant Servicing Criteria                         Applicable
                                                                                    Party(ies)
------------------------------------------------------------------------------------------------------
    Reference                                Criteria
------------------------------------------------------------------------------------------------------
                                 General Servicing Considerations
------------------------------------------------------------------------------------------------------

<S>                 <C>                                                          <C>
1122(d)(1)(i)       Policies and procedures are instituted to monitor any             Trustee
                    performance or other triggers and events of default in        Master Servicer
                    accordance with the transaction agreements.                        No. 1
                                                                                  Master Servicer
                                                                                       No. 2
                                                                                 Special Servicer

                                                                                      Trustee
1122(d)(1)(ii)      If any material servicing activities are outsourced to        Master Servicer
                    third parties, policies and procedures are instituted to           No. 1
                    monitor the third party's performance and compliance with     Master Servicer
                    such servicing activities.                                         No. 2
                                                                                 Special Servicer

1122(d)(1)(iii)     Any requirements in the transaction agreements to maintain          N/A
                    a back-up servicer for the mortgage loans are maintained.

                                                                                  Master Servicer
1122(d)(1)(iv)      A fidelity bond and errors and omissions policy is in              No. 1
                    effect on the party participating in the servicing            Master Servicer
                    function throughout the reporting period in the amount of          No. 2
                    coverage required by and otherwise in accordance with the    Special Servicer
                    terms of the transaction agreements.

                                Cash Collection and Administration

                                                                                      Trustee
1122(d)(2)(i)       Payments on mortgage loans are deposited into the             Master Servicer
                    appropriate custodial bank accounts and related bank               No. 1
                    clearing accounts no more than two business days following    Master Servicer
                    receipt, or such other number of days specified in the             No. 2
                    transaction agreements.                                      Special Servicer

1122(d)(2)(ii)      Disbursements made via wire transfer on behalf of an              Trustee
                    obligor or to an investor are made only by authorized
                    personnel.

                                                                                  Master Servicer
1122(d)(2)(iii)     Advances of funds or guarantees regarding collections,             No. 1
                    cash flows or distributions, and any interest or other        Master Servicer
                    fees charged for such advances, are made, reviewed and             No. 2
                    approved as specified in the transaction agreements.         Special Servicer
                                                                                      Trustee

1122(d)(2)(iv)      The related accounts for the transaction, such as cash            Trustee
                    reserve accounts or accounts established as a form of         Master Servicer
                    overcollateralization, are separately maintained (e.g.,            No. 1
                    with respect to commingling of cash) as set forth in the      Master Servicer
                    transaction agreements.                                            No. 2
                                                                                 Special Servicer

1122(d)(2)(v)       Each custodial account is maintained at a federally               Trustee
                    insured depository institution as set forth in the            Master Servicer
                    transaction agreements.  For purposes of this criterion,           No. 1
                    "federally insured depository institution" with respect to    Master Servicer
                    a foreign financial institution means a foreign financial          No. 2
                    institution that meets the requirements of Rule              Special Servicer
                    13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)      Unissued checks are safeguarded so as to prevent             Master Servicer
                    unauthorized access.                                               No. 1
                                                                                 Master Servicer
                                                                                       No. 2
                                                                                 Special Servicer
                                                                                      Trustee

1122(d)(2)(vii)     Reconciliations are prepared on a monthly basis for all           Trustee
                    asset-backed securities related bank accounts, including      Master Servicer
                    custodial accounts and related bank clearing accounts.             No. 1
                    These reconciliations are (A) mathematically accurate; (B)    Master Servicer
                    prepared within 30 calendar days after the bank statement          No. 2
                    cutoff date, or such other number of days specified in the   Special Servicer
                    transaction agreements; (C) reviewed and approved by
                    someone other than the person who prepared the
                    reconciliation; and (D) contain explanations for
                    reconciling items.  These reconciling items are resolved
                    within 90 calendar days of their original identification,
                    or such other number of days specified in the transaction
                    agreements.

                                Investor Remittances and Reporting

1122(d)(3)(i)       Reports to investors, including those to be filed with the        Trustee
                    Commission, are maintained in accordance with the
                    transaction agreements and applicable Commission
                    requirements.  Specifically, such reports (A) are prepared
                    in accordance with timeframes and other terms set forth in
                    the transaction agreements; (B) provide information
                    calculated in accordance with the terms specified in the
                    transaction agreements; (C) are filed with the Commission
                    as required by its rules and regulations; and (D) agree
                    with investors' or the trustee's records as to the total
                    unpaid principal balance and number of mortgage loans
                    serviced by the Servicer.

1122(d)(3)(ii)      Amounts due to investors are allocated and remitted in            Trustee
                    accordance with timeframes, distribution priority and
                    other terms set forth in the transaction agreements.

1122(d)(3)(iii)     Disbursements made to an investor are posted within two           Trustee
                    business days to the Servicer's investor records, or such
                    other number of days specified in the transaction
                    agreements.

1122(d)(3)(iv)      Amounts remitted to investors per the investor reports            Trustee
                    agree with cancelled checks, or other form of payment, or
                    custodial bank statements.

                                     Pool Asset Administration

1122(d)(4)(i)       Collateral or security on mortgage loans is maintained as         Trustee
                    required by the transaction agreements or related mortgage    Master Servicer
                    loan documents.                                                    No. 1
                                                                                  Master Servicer
                                                                                       No. 2
                                                                                 Special Servicer

1122(d)(4)(ii)      Mortgage loan and related documents are safeguarded as            Trustee
                    required by the transaction agreements.

1122(d)(4)(iii)     Any additions, removals or substitutions to the mortgage          Trustee
                    loan pool are made, reviewed and approved in accordance      Special Servicer
                    with any conditions or requirements in the transaction
                    agreements.

                                                                                  Master Servicer
1122(d)(4)(iv)      Payments on mortgage loans, including any payoffs, made in         No. 1
                    accordance with the related mortgage loan documents are       Master Servicer
                    posted to the Servicer's obligor records maintained no             No. 2
                    more than two business days after receipt, or such other     Special Servicer
                    number of days specified in the transaction agreements,
                    and allocated to principal, interest or other items (e.g.,
                    escrow) in accordance with the related mortgage loan
                    documents.
                                                                                  Master Servicer
1122(d)(4)(v)       The Servicer's records regarding the mortgage loans agree          No. 1
                    with the Servicer's records with respect to an obligor's      Master Servicer
                    unpaid principal balance.                                          No. 2

                                                                                  Master Servicer
1122(d)(4)(vi)      Changes with respect to the terms or status of an                  No. 1
                    obligor's mortgage loans (e.g., loan modifications or         Master Servicer
                    re-agings) are made, reviewed and approved by authorized           No. 2
                    personnel in accordance with the transaction agreements      Special Servicer
                    and related mortgage loan documents.

1122(d)(4)(vii)     Loss mitigation or recovery actions (e.g., forbearance       Special Servicer
                    plans, modifications and deeds in lieu of foreclosure,
                    foreclosures and repossessions, as applicable) are
                    initiated, conducted and concluded in accordance with the
                    timeframes or other requirements established by the
                    transaction agreements.
                                                                                  Master Servicer
1122(d)(4)(viii)    Records documenting collection efforts are maintained              No. 1
                    during the period a mortgage loan is delinquent in            Master Servicer
                    accordance with the transaction agreements.  Such records          No. 2
                    are maintained on at least a monthly basis, or such other    Special Servicer
                    period specified in the transaction agreements, and
                    describe the entity's activities in monitoring delinquent
                    mortgage loans including, for example, phone calls,
                    letters and payment rescheduling plans in cases where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

1122(d)(4)(ix)      Adjustments to interest rates or rates of return for                N/A
                    mortgage loans with variable rates are computed based on
                    the related mortgage loan documents.

                                                                                  Master Servicer
1122(d)(4)(x)       Regarding any funds held in trust for an obligor (such as          No. 1
                    escrow accounts): (A) such funds are analyzed, in             Master Servicer
                    accordance with the obligor's mortgage loan documents, on          No. 2
                    at least an annual basis, or such other period specified     Special Servicer
                    in the transaction agreements; (B) interest on such funds
                    is paid, or credited, to obligors in accordance with
                    applicable mortgage loan documents and state laws; and (C)
                    such funds are returned to the obligor within 30 calendar
                    days of full repayment of the related mortgage loan, or
                    such other number of days specified in the transaction
                    agreements.
                                                                                  Master Servicer
1122(d)(4)(xi)      Payments made on behalf of an obligor (such as tax or              No. 1
                    insurance payments) are made on or before the related         Master Servicer
                    penalty or expiration dates, as indicated on the                   No. 2
                    appropriate bills or notices for such payments, provided     Special Servicer
                    that such support has been received by the servicer at
                    least 30 calendar days prior to these dates, or such other
                    number of days specified in the transaction agreements.

                                                                                  Master Servicer
1122(d)(4)(xii)     Any late payment penalties in connection with any payment          No. 1
                    to be made on behalf of an obligor are paid from the          Master Servicer
                    servicer's funds and not charged to the obligor, unless            No. 2
                    the late payment was due to the obligor's error or           Special Servicer
                    omission.

                                                                                  Master Servicer
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted              No. 1
                    within two business days to the obligor's records             Master Servicer
                    maintained by the servicer, or such other number of days           No. 2
                    specified in the transaction agreements.                     Special Servicer

                                                                                  Master Servicer
1122(d)(4)(xiv)     Delinquencies, charge-offs and uncollectible accounts are          No. 1
                    recognized and recorded in accordance with the transaction    Master Servicer
                    agreements.                                                        No. 2
                                                                                 Special Servicer

1122(d)(4)(xv)      Any external enhancement or other support, identified in            N/A
                    Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
                    is maintained as set forth in the transaction agreements.
</TABLE>

<PAGE>

                                    EXHIBIT V

                         Additional Form 10-K Disclosure

<TABLE>
<CAPTION>
               Item on Form 10-D                               Responsible Parties
------------------------------------------------ ------------------------------------------------
<S>                                              <C>
Item 1:  Distribution and Pool Performance         Master Servicers (only with respect to Item
         Information                                 1121(a)(12) and only as to non-specially
                                                                 serviced loans)
                                                                 Special Servicer
Any information required by 1121 which is NOT                        Trustee
included on the Monthly Statement                                   Depositor

Item 2:  Legal Proceedings                         (i) All parties to the Pooling and Servicing
                                                      Agreement (as to themselves), (ii) the
 per Item 1117 of Reg AB (to the extent           Trustee, the Master Servicers and the Special
material to Certificateholders)                     Servicer (in each case, if Trustee is not
                                                  also a named party) as to the issuing entity,
                                                    (iii) the Depositor as to the sponsor, any
                                                   1110(b) originator, and any 1100(d)(1) party

Item 3:  Sale of Securities and Use of Proceeds                     Depositor
Item 4:  Defaults Upon Senior Securities                             Trustee
Item 5:  Submission of Matters to a Vote of                          Trustee
         Security Holders
Item 6:  Significant Obligors of Pool Assets
Item 7:  Significant Enhancement Provider                           Depositor
         Information
Item 8:  Other Information (information           Any party responsible for disclosure items on
         required to be disclosed on Form 8-K                        Form 8-K
         that was not properly disclosed)
Item 9:  Exhibits                                                    Trustee
                                                                    Depositor
</TABLE>

<PAGE>

                                    EXHIBIT W

                      Form 8-K Disclosure 10-K Information
<TABLE>
<CAPTION>
               Item on Form 10-K                                Party Responsible
-----------------------------------------------   ---------------------------------------------------
<S>                                               <C>
Item 1B: Unresolved Staff Comments                                  Depositor

Item 9B: Other Information (information           Any party responsible for disclosure items on
         required to be disclosed on Form 8-K                        Form 8-K
         that was not properly disclosed)

Item 15: Exhibits, Financial Statement Schedules                     Trustee
                                                                    Depositor

Additional Item:                                   (i) All parties to the Pooling and Servicing
Disclosure per Item 1117 of Reg AB (to the            Agreement (as to themselves), (ii) the
extent material to Certificateholders)                Trustee, the Masters Servicers and the
                                                  Special Servicer (in each case, if Trustee is
                                                    not also a named party) as to the issuing
                                                      entity, (iii) the Depositor as to the
                                                     sponsor, any 1110(b) originator, and any
                                                                 1100(d)(1) party

Additional Item:                                   (i) All parties to the Pooling and Servicing
Disclosure per Item 1119 of Reg AB (to the         Agreement as to themselves, as to the Master
extent material to Certificateholders)              Servicers, only to the extent material to
                                                        Certificateholders and only as to
                                                   affiliations under 1119(a) with the Trustee,
                                                         Special Servicer or a 1108(a)(3)
                                                   Sub-Servicer, (ii) the Trustee, the Special
                                                   Servicer and the Master Servicers as to the
                                                  issuing entity, (iii) the Depositor as to the
                                                    sponsor, originator, significant obligor,
                                                         enhancement or support provider

Additional Item:                                            Depositor/Special Servicer
Disclosure per Item 1112(b) of Reg AB

Additional Item:                                                     Trustee
Disclosure per Items 1114(b)(2) and 1115(b) of
Reg AB
</TABLE>

<PAGE>

                                   EXHIBIT X

                        Form 8-K Disclosure Information

<TABLE>
<CAPTION>
                Item on Form 8-K                                Party Responsible
-----------------------------------------------   ---------------------------------------------------
<S>                                               <C>
Item 1.01: Entry into a Material Definitive          All parties to this Agreement only as to
           Agreement                                 agreements such entity is a party to or
                                                     entered into on behalf of the Trust Fund
Item 1.02  Termination of a Material Definitive      All parties to this Agreement only as to
           Agreement                                 agreements such entity is a party to or
                                                     entered into on behalf of the Trust Fund

Item 1.03  Bankruptcy or Receivership                               Depositor
Item 2.04  Triggering Events that Accelerate or                      Trustee
           Increase a Direct Financial
           Obligation or an Obligation under an
           Off-Balance Sheet Arrangement

Item 3.03  Material Modification to Rights of                        Trustee
           Security Holders
Item 5.03  Amendments of Articles of                                Depositor
           Incorporation or Bylaws; Change of
           Fiscal Year
Item 6.01  ABS Informational and Computational                      Depositor
           Material

Item 6.02  Change of Servicer or Trustee             Each Master Servicer (as to itself or a
                                                       Sub-Servicer retained by the Master
                                                            Servicer)/Special Servicer
                                                                     Trustee
                                                                    Depositor

Item 6.03  Change in Credit Enhancement or                          Depositor
           External Support                                          Trustee

Item 6.04  Failure to Make a Required                                Trustee
           Distribution

Item 6.05  Securities Act Updating Disclosure                       Depositor
Item 7.01  Reg FD Disclosure                                        Depositor
Item 8.01                                                           Depositor
Item 9.01                                                           Depositor
</TABLE>

<PAGE>

                                    EXHIBIT Y

                       Additional Disclosure Notification

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**

Wells Fargo Bank, N.A., as Trustee
Old Annapolis Road
Columbia, Maryland 21045
Attn: Corporate Trust Services-  CSMC 2007-C5--SEC REPORT PROCESSING

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section 12.06 of the Pooling and Servicing Agreement,
dated as of November 1, 2007, among Credit Suisse First Boston Mortgage
Corp., as depositor (the "Depositor"), Wells Fargo Bank, N.A., as trustee
(the "Trustee"), KeyCorp Real Estate Capital Markets, Inc., as master
servicer ("Master Servicer No. 1"), Capmark Finance Inc., as master servicer
("Master Servicer No. 2"), and Centerline Servicing Inc., as special
servicer](the "Special Servicer"), the undersigned, as
[___________________________________] hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:





List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:





Any inquiries related to this notification should be directed to
[_________________], phone number: [_____________________]; email address:
[_____________________].

                                                [NAME OF PARTY],
                                                as [role]


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

<PAGE>

                                    EXHIBIT Z

                               BROKER STRIP LOANS

                                   [RESERVED]

<PAGE>

                                   EXHIBIT AA

            CENTERLINE NAMING CONVENTION FOR ELECTRONIC FILE DELIVERY

Centerline Naming Convention for Electronic File Delivery

Deal Name - Prospectus Loan I.D. - Statement Type - Statement Date - Months
Covered by Statement

For Example:

JPM2000C10-00001.1-OS-12312000-12
JPM2000C10-00001.2-OS-12312000-12
JPM2000C10-00001.1-OSAR-12312000-12
JPM2000C10-00001.1-FS-12312000-12
JPM2000C10-00001.1-RR-12312000

DLJ2000CKP1-00150.1-OS-12312000-12
DLJ2000CKP1-00001.1-OSAR-12312000-12
DLJ2000CKP1-00001.1-FS-12312000-12
DLJ2000CKP1-00001.1-RR-12312000
DLJ2000CKP1-00001.1-PI-12312000

Please note there should not be any special characters in the Deal Name, i.e.
no spaces, no dashes, no underscores, etc.

The Prospectus Loan I.D. should have five leading characters, a decimal
point, and the Mortgaged Property # (1, 2, 3, etc.).

The Statement Types are:  OS    Operating Statement  (PDF or TIF format)
                          OSAR  Operating Statement Analysis Report & NOI ADJ
                                Worksheet (Excel Format named individually, not
                                rolling format)
                          FS    Borrower Financial Statement (PDF or TIF)
                          RR    Rent Roll (Excel or PDF or TIF)
                          PI    Property Inspection (Excel format)
                          HS    Healthcare Survey
                          FR    Franchise Annual Compliance Report

The Statement Date should be eight characters long - MODAYEAR where MO = months
from 01 to 12, DAY = day of month from 01 to 31, YEAR = year such as 2002 or
2003 or 2004.

         The Months Covered by the Statement should range from 01 to 12.