EXECUTION COPY CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Pooling and Servicing Agreement

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CSFB COMMERCIAL MORT PASS | KEYCORP REAL ESTATE CAPITAL MARKETS, INC

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Title: EXECUTION COPY CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Governing Law: New York Date: 6/10/2005

EXECUTION COPY CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,, Parties: csfb commercial mort pass , keycorp real estate capital markets inc

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Exhibit 4.1

EXECUTION COPY

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor

KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,

Master Servicer

J.E. ROBERT COMPANY, INC.,

Special Servicer

WELLS FARGO BANK, N.A.,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2005

$1,614,084,459

Commercial Mortgage Pass-Through Certificates

Series 2005-C2

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS 6

Section 1.01 Defined Terms. ...............................................................................6

Section 1.02 Certain Calculations.........................................................................83

Section 1.03 General Interpretive Principles..............................................................84

Section 1.04 [Reserved.]..................................................................................84

Section 1.05 Certain Considerations Regarding Reimbursements of Nonrecoverable

Advances and Workout-Delayed Reimbursement Amounts...........................................84

ARTICLE II CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 87

Section 2.01 Conveyance of Loans..........................................................................87

Section 2.02 Acceptance by Trustee........................................................................91

Section 2.03 Representations, Warranties and Covenants of the Depositor;

Repurchase and Substitution of Loans by the Responsible Parties for

Defects in Mortgage Files, Breaches of Representations and Warranties

and Other Matters............................................................................93

Section 2.04 Issuance of Uncertificated Lower-Tier Interests; Execution of Certificates...................99

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND 100

Section 3.01 General Servicing Matters...................................................................100

Section 3.02 Collection of Loan Payments.................................................................103

Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts......................105

Section 3.04 The Collection Account, Distribution Account, Floating Rate Account,

Excess Interest Distribution Account, Excess Liquidation Proceeds

Accoun, Interest Reserve Account and Junior Loan Custodial

Account(s)..................................................................................109

Section 3.05 Permitted Withdrawals from the Collection Account, the Distribution

Account and the Floating Rate Account.......................................................116

Section 3.06 Investment of Funds in the Collection Account, Junior Loan Custodial

Accounts, Servicing Accounts, Cash Collateral Accounts, Lock-Box

Accounts, REO Account, Distribution Account, Floating Rate Account,

Interest Reserve Account and Excess Liquidation Proceeds Account............................122

Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity

Coverage....................................................................................124

Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;

Assumption Agreements; Defeasance Provisions; Other Provisions..............................129

Section 3.09 Realization Upon Defaulted Loans............................................................134

Section 3.10 Trustee to Cooperate; Release of Mortgage Files.............................................137

Section 3.11 Servicing Compensation......................................................................138

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Section 3.12 Reports to the Trustee; Collection Account Statements.......................................144

Section 3.13 Annual Statement as to Compliance...........................................................149

Section 3.14 Reports by Independent Public Accountants...................................................149

Section 3.15 Access to Certain Information...............................................................150

Section 3.16 Title to REO Property; REO Account..........................................................153

Section 3.17 Management of REO Property..................................................................154

Section 3.18 Sale of Defaulted Loans and REO Properties..................................................157

Section 3.19 Additional Obligations of the Master Servicer and Special Servicer;

Inspections; Appraisals.....................................................................160

Section 3.20 Modifications, Waivers, Amendments and Consents.............................................165

Section 3.21 Transfer of Servicing Between Master Servicer and Special Servicer;

Record Keeping; Asset Status Report.........................................................171

Section 3.22 Sub-Servicing Agreements....................................................................175

Section 3.23 Representations, Warranties and Covenants of the Master Servicer............................177

Section 3.24 Representations, Warranties and Covenants of the Special Servicer...........................178

Section 3.25 Limitation on Liability of the Directing Certificateholder..................................180

Section 3.26 Reports to the Securities and Exchange Commission; Available Information....................180

Section 3.27 Lock-Box Accounts and Servicing Accounts....................................................186

Section 3.28 Interest Reserve Account....................................................................186

Section 3.29 Limitations on and Authorizations of the Master Servicer and Special

Servicer with Respect to Certain Loans......................................................187

Section 3.30 REMIC Administration........................................................................189

Section 3.31 Master Servicer and Special Servicer May Own Certificates...................................192

Section 3.32 The Swap Agreement..........................................................................193

Section 3.33 Certain Matters Regarding the Tri-County Mall Loan..........................................195

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 198

Section 4.01 Distributions...............................................................................198

Section 4.02 Statements to Certificateholders; Reports by Trustee; Other Information

Available to the Holders and Others.........................................................211

Section 4.03 P&I Advances................................................................................213

Section 4.04 Allocation of Collateral Support Deficit....................................................215

Section 4.05 Allocations of Uncovered Prepayment Interest Shortfall Amounts..............................217

Section 4.06 Reserved....................................................................................218

Section 4.07 Grantor Trust Reporting.....................................................................218

ARTICLE V THE CERTIFICATES 219

Section 5.01 The Certificates............................................................................219

Section 5.02 Registration of Transfer and Exchange of Certificates.......................................220

Section 5.03 Book Entry Certificates.....................................................................228

Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates...........................................229

Section 5.05 Persons Deemed Owners.......................................................................230

Section 5.06 Certification by Certificateholders and Certificate Owners..................................230

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ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER 231

Section 6.01 Liability of the Depositor, the Master Servicer and the Special Servicer....................231

Section 6.02 Merger, Consolidation or Conversion of the Depositor, the Master

Servicer or the Special Servicer............................................................231

Section 6.03 Limitation on Liability of the Trustee, the Depositor, the Master

Servicer, the Special Servicer and Others...................................................231

Section 6.04 Master Servicer and Special Servicer Not to Resign..........................................234

Section 6.05 Rights of the Depositor in Respect of the Master Servicer and the Special Servicer..........235

ARTICLE VII DEFAULT 235

Section 7.01 Events of Default; Master Servicer and Special Servicer Termination.........................235

Section 7.02 Trustee to Act; Appointment of Successor....................................................239

Section 7.03 Notification to Certificateholders..........................................................241

Section 7.04 Waiver of Events of Default.................................................................242

Section 7.05 Trustee Advances............................................................................242

ARTICLE VIII CONCERNING THE TRUSTEE 242

Section 8.01 Duties of Trustee...........................................................................242

Section 8.02 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 8.01:.......244

Section 8.03 Trustee Not Liable for Validity or Sufficiency of Certificates or Loans.....................245

Section 8.04 Trustee May Own Certificates................................................................246

Section 8.05 Fees and Expenses of Trustee; Reimbursements and Other Payments to Trustee..................246

Section 8.06 Eligibility Requirements for Trustee........................................................246

Section 8.07 Resignation and Removal of the Trustee......................................................247

Section 8.08 Successor Trustee...........................................................................248

Section 8.09 Merger or Consolidation of Trustee..........................................................249

Section 8.10 Appointment of Co-Trustee or Separate Trustee...............................................249

Section 8.11 Appointment of Custodians...................................................................250

Section 8.12 Access to Certain Information...............................................................250

Section 8.13 Representations, Warranties and Covenants of the Trustee....................................252

ARTICLE IX TERMINATION 253

Section 9.01 Termination Upon Repurchase or Liquidation of All Loans.....................................253

Section 9.02 Additional Termination Requirements.........................................................256

ARTICLE X MISCELLANEOUS PROVISIONS 258

Section 10.01 Amendment...................................................................................258

Section 10.02 Recordation of Agreement; Counterparts......................................................260

Section 10.03 Limitation on Rights of Certificateholders..................................................260

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Section 10.04 Governing Law...............................................................................261

Section 10.05 Notices.....................................................................................261

Section 10.06 Severability of Provisions..................................................................262

Section 10.07 Grant of a Security Interest................................................................263

Section 10.08 Successors and Assigns; Beneficiaries.......................................................263

Section 10.09 Article and Section Headings................................................................263

Section 10.10 Notices to Rating Agencies..................................................................263

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EXHIBITS

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A-1 Form of Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB,

Class A-4, Class A-MFL, Class A-MFX, Class A-J, Class B, Class C

and Class D Certificates

A-2 Form of Class A-X and Class A-SP Certificates

A-3 Form of Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,

Class N, Class O and Class TM Certificates

A-4 Form of Class V Certificate

A-5 Form of Class R Certificate

B Mortgage Loan Schedule

C-1 List of Additional Collateral Loans

C-2 List of Mezzanine Loans

D Form of Request for Release

E Form of Lost Note Affidavit

F-1A Form I of Transferor Certificate for Transfers of Non-Registered Certificates

F-1B Form II of Transferor Certificate for Transfers of Non-Registered Certificates

F-1C Form I of Transferor Certificate for Transfers of Interests in Global Certificates for Classes of

Non-Registered Certificates

F-1D Form II of Transferor Certificate for Transfers of Interests in Global Certificates for Classes

of Non-Registered Certificates

F-2A Form I of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form

F-2B Form II of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form

F-2C Form I of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held

in Book-Entry Form

F-2D Form II of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held

in Book-Entry Form

G-1 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates and

Non-Investment Grade Certificates Held in Fully Registered, Certificated Form)

G-2 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates Held in

Book-Entry Form)

H-1 Form of Residual Transfer Affidavit for Transfers of Class R Certificates

H-2 Form of Transferor Certificate for Transfers of Class R Certificates

I-1 Form of Certificateholder Certification

I-2 Form of Prospective Certificateholder Confirmation

J-1 Form of Intermediate Trustee (or Custodian) Certification

J-2 Form of Final Trustee (or Custodian) Certification

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K Schedule of Reference Rates

L Form of Sarbanes-Oxley Certification

M Form of Statement to Certificateholders

N Reserved

O Reserved

P Form of Notice Regarding Defeasance of Loan

Q Reserved

R Form of Acknowledgement of Proposed Special Servicer

S Class A-AB Targeted Principal Balance Schedule

T List of Broker Strip Loans

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This Pooling and Servicing Agreement (this "AGREEMENT"), is dated as

of May 1, 2005, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as

Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as Master Servicer, J.E.

ROBERT COMPANY, INC., as Special Servicer and WELLS FARGO BANK, N.A., as

Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell commercial mortgage pass-through

certificates (collectively, the "CERTIFICATES"), to be issued under this

Agreement in multiple classes (each, a "CLASS"), which in the aggregate will

evidence the entire beneficial ownership interest in the trust fund (the "TRUST

FUND") to be created hereunder, the primary assets of which will be a pool of

multifamily and commercial mortgage loans listed on EXHIBIT B hereto and the

Swap Agreement (as defined herein). As provided herein, the Trustee shall elect

or shall cause an election to be made that each of the Upper-Tier REMIC, the

Lower-Tier REMIC and the Loan REMIC (each as defined herein) be treated for

federal income tax purposes as a "real estate mortgage investment conduit" (a

"REMIC"). The Excess Interest, the Excess Interest Distribution Account, the

Broker Strip Interest, the Excess Servicing Strip, the Swap Agreement and the

Floating Rate Account (each as defined herein) shall not be assets of any REMIC

but shall be treated as assets of the several grantor trusts described below.

The Class A-X and Class A-SP Certificates will represent undivided beneficial

interests in multiple "regular interests" in the Upper-Tier REMIC. Additionally,

the Trust shall not include any Junior Loan, any interest of any Junior Loan

Holder or any Junior Loan Custodial Account.

UPPER-TIER REMIC

As provided herein, the Trustee shall elect or cause an election to be

made to treat the segregated pool of assets consisting of the Uncertificated

Lower-Tier Interests and the proceeds thereof as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as the

"UPPER-TIER REMIC". The Classes of Certificates listed in the table following

the next succeeding paragraph will evidence "regular interests" in the

Upper-Tier REMIC created hereunder. The Class A-MFL Upper-Tier Interest will

constitute a "regular interest" in the Upper-Tier REMIC created hereunder. The

sole class of "residual interests" in the Upper-Tier REMIC, as well as the sole

class of "residual interests" in the Lower-Tier REMIC and the sole class of

"residual interests" in the Loan REMIC, will be evidenced by the Class R

Certificates.

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The following table sets forth the designation, the initial

Pass-Through Rate (as defined herein), and the aggregate initial principal

amount (the "ORIGINAL CLASS PRINCIPAL BALANCE") or notional balance ("ORIGINAL

CLASS NOTIONAL AMOUNT"), as applicable, for each Class of Certificates

evidencing the "regular interests" in the Upper-Tier REMIC and the Class A-MFL

Upper-Tier Interest:

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Original Class Principal Balance

(or, in the case of the

Class A-X or Class A-SP

Certificates, Original Class Notional

Class Designation Initial Pass-Through Rate(1) Amount)

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

Class A-1 4.2050% $ 55,791,000

Class A-2 4.5770% $ 75,897,000

Class A-3 4.6910% $ 107,275,000

Class A-AB 4.6810% $ 74,464,000

Class A-4 4.8320% $ 365,026,000

Class A-1-A 4.7720% $ 445,106,000

Class A-X(4) 0.0777% $ 1,605,084,459

Class A-SP(4) 0.7725% $ 1,515,351,000

Class A-MFL(6) 4.8770% $ 80,000,000

Class A-MFX 4.8770% $ 80,508,000

Class A-J 4.9180% $ 110,350,000

Class B 5.0160% $ 30,095,000

Class C 5.0560% $ 16,051,000

Class D 5.1170% $ 28,089,000

Class E 5.2370% $ 18,057,000

Class F 4.7900% $ 20,064,000

Class G 4.9620% $ 16,050,000

Class H 5.2950% $ 20,064,000

Class J 4.5650% $ 8,025,000

Class K 4.5650% $ 8,026,000

Class L 4.5650% $ 8,025,000

Class M 4.5650% $ 2,007,000

Class N 4.5650% $ 6,019,000

Class O 4.5650% $ 6,019,000

Class P 4.5650% $ 24,076,459

Class TM 9.1316% $ 9,000,000

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

Class A-SP and Class TM Certificates.

(2) Fixed Pass-Through Rate.

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

(4) The Class A-X and Class A-SP Certificates will each represent undivided

beneficial interests in multiple "regular interests" in the Upper-Tier

REMIC.

(5) Original Class Notional Amount. The Class A-X and Class A-SP Certificates

will not have principal amounts and will not entitle Holders to

distributions of principal.

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(6) Refers to the Class A-MFL Upper-Tier Interest and NOT the Class A-MFL

Certificates. The Class A-MFL Upper-Tier Interest will be an uncertificated

"regular interest" in the Upper-Tier REMIC.

The Class R Certificates will not have principal amounts or notional balances

and will not bear interest.

LOWER-TIER REMIC

As provided herein, the Trustee shall elect or cause an election to be

made to treat the segregated pool of assets consisting of the Loans (exclusive

of the Tri-County Mall Loan, the Excess Interest, the Broker Strip Interest and

the Excess Servicing Strip), the Loan REMIC Regular Interests and certain other

related assets subject to this Agreement as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as the

"LOWER-TIER REMIC". The Uncertificated Lower-Tier Interests listed in the table

following the next succeeding paragraph will constitute "regular interests" in

the Lower-Tier REMIC created hereunder. The sole class of "residual interests"

in the Lower-Tier REMIC, as well as the sole class of "residual interests" in

the Upper-Tier REMIC and the sole class of "residual interests" in the Loan

REMIC, will be evidenced by the Class R Certificates.

The following table sets forth, for each Uncertificated Lower-Tier

Interest, the designation, the original principal amount (the "ORIGINAL

LOWER-TIER REMIC PRINCIPAL BALANCE"), the corresponding Class of Principal

Balance Certificates (each, a "CORRESPONDING CLASS OF PRINCIPAL BALANCE

CERTIFICATES"), the corresponding Component of the Class A-X Certificates (the

"CORRESPONDING CLASS A-X COMPONENT"), if any, and the corresponding Component of

the Class A-SP Certificates (the "CORRESPONDING CLASS A-SP COMPONENT").

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DESIGNATIONS OF CORRESPONDING

UNCERTIFICATED ORIGINAL LOWER- CLASS OF PRINCIPAL CORRESPONDING CORRESPONDING

LOWER-TIER TIER REMIC BALANCE CLASS A-X CLASS A-SP

INTERESTS PRINCIPAL BALANCE CERTIFICATES COMPONENT COMPONENT

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

LA-1-1 $ 5,587,000 Class A-1 A-X-A-1-1 N/A

LA-1-2 $ 22,327,000 Class A-1 A-X-A-1-2 A-SP-A-1-2

LA-1-3 $ 26,220,000 Class A-1 A-X-A-1-3 A-SP-A-1-3

LA-1-4 $ 1,657,000 Class A-1 A-X-A-1-4 A-SP-A-1-4

LA-2-1 $ 25,156,000 Class A-2 A-X-A-2-1 A-SP-A-2-1

LA-2-2 $ 26,304,000 Class A-2 A-X-A-2-2 A-SP-A-2-2

LA-2-3 $ 24,437,000 Class A-2 A-X-A-2-3 A-SP-A-2-3

LA-3-1 $ 5,068,000 Class A-3 A-X-A-3-1 A-SP-A-3-1

LA-3-2 $ 25,998,000 Class A-3 A-X-A-3-2 A-SP-A-3-2

LA-3-3 $ 40,378,000 Class A-3 A-X-A-3-3 A-SP-A-3-3

LA-3-4 $ 35,831,000 Class A-3 A-X-A-3-4 A-SP-A-3-4

LA-AB-1 $ 30,687,000 Class A-AB A-X-A-AB-1 A-SP-A-AB-1

LA-AB-2 $ 23,042,000 Class A-AB A-X-A-AB-2 A-SP-A-AB-2

LA-AB-3 $ 20,735,000 Class A-AB A-X-A-AB-3 A-SP-A-AB-3

LA-4-1 $ 4,376,000 Class A-4 A-X-A-4-1 A-SP-A-4-1

LA-4-2 $ 93,422,000 Class A-4 A-X-A-4-2 A-SP-A-4-2

LA-4-3 $ 20,065,000 Class A-4 A-X-A-4-3 A-SP-A-4-3

LA-4-4 $ 247,163,000 Class A-4 A-X-A-4-4 A-SP-A-4-4

</Table>

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DESIGNATIONS OF CORRESPONDING

UNCERTIFICATED ORIGINAL LOWER- CLASS OF PRINCIPAL CORRESPONDING CORRESPONDING

LOWER-TIER TIER REMIC BALANCE CLASS A-X CLASS A-SP

INTERESTS PRINCIPAL BALANCE CERTIFICATES COMPONENT COMPONENT

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

LA-1-A-1 $ 1,885,000 Class A-1-A A-X-A-1-A-1 N/A

LA-1-A-2 $ 8,434,000 Class A-1-A A-X-A-1-A-2 A-SP-A-1-A-2

LA-1-A-3 $ 10,374,000 Class A-1-A A-X-A-1-A-3 A-SP-A-1-A-3

LA-1-A-4 $ 10,500,000 Class A-1-A A-X-A-1-A-4 A-SP-A-1-A-4

LA-1-A-5 $ 10,245,000 Class A-1-A A-X-A-1-A-5 A-SP-A-1-A-5

LA-1-A-6 $ 9,999,000 Class A-1-A A-X-A-1-A-6 A-SP-A-1-A-6

LA-1-A-7 $ 9,753,000 Class A-1-A A-X-A-1-A-7 A-SP-A-1-A-7

LA-1-A-8 $ 56,606,000 Class A-1-A A-X-A-1-A-8 A-SP-A-1-A-8

LA-1-A-9 $ 9,078,000 Class A-1-A A-X-A-1-A-9 A-SP-A-1-A-9

LA-1-A-10 $ 8,605,000 Class A-1-A A-X-A-1-A-10 A-SP-A-1-A-10

LA-1-A-11 $ 7,717,000 Class A-1-A A-X-A-1-A-11 A-SP-A-1-A-11

LA-1-A-12 $ 35,955,000 Class A-1-A A-X-A-1-A-12 A-SP-A-1-A-12

LA-1-A-13 $ 8,774,000 Class A-1-A A-X-A-1-A-13 A-SP-A-1-A-13

LA-1-A-14 $ 257,181,000 Class A-1-A A-X-A-1-A-14 A-SP-A-1-A-14

LA-MFL $ 80,000,000 Class A-MFL(1) A-X-A-MFL A-SP-A-MFL

LA-MFX $ 80,508,000 Class A-MFX A-X-A-MFX A-SP-A-MFX

LA-J $ 110,350,000 Class A-J A-X-A-J A-SP-A-J

LB $ 30,095,000 Class B A-X-B A-SP-B

LC $ 16,051,000 Class C A-X-C A-SP-C

LD-1 $ 9,921,000 Class D A-X-D-1 A-SP-D-1

LD-2 $ 10,501,000 Class D A-X-D-2 A-SP-D-2

LD-3 $ 7,667,000 Class D A-X-D-3 A-SP-D-3

LE-1 $ 5,398,000 Class E A-X-E-1 A-SP-E-1

LE-2 $ 11,651,000 Class E A-X-E-2 A-SP-E-2

LE-3 $ 1,008,000 Class E A-X-E-3 A-SP-E-3

LF-1 $ 12,670,000 Class F A-X-F-1 A-SP-F-1

LF-2 $ 7,394,000 Class F A-X-F-2 A-SP-F-2

LG-1 $ 1,256,000 Class G A-X-G-1 A-SP-G-1

LG-2 $ 13,993,000 Class G A-X-G-2 A-SP-G-2

LG-3 $ 801,000 Class G A-X-G-3 A-SP-G-3

LH $ 20,064,000 Class H A-X-H N/A

LJ $ 8,025,000 Class J A-X-J N/A

LK $ 8,026,000 Class K A-X-K N/A

LL $ 8,025,000 Class L A-X-L N/A

LM $ 2,007,000 Class M A-X-M N/A

LN $ 6,019,000 Class N A-X-N N/A

LO $ 6,019,000 Class O A-X-O N/A

LP $ 24,076,459 Class P A-X-P N/A

LTM $ 9,000,000 Class TM N/A N/A

</Table>

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(1) The Class LA-MFL Uncertificated Lower-Tier Interest does not correspond to

any Class of Principal Balance Certificates. It corresponds to the Class

A-MFL Upper-Tier Interest.

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LOAN REMIC

As provided herein, the Trustee shall elect or cause an election to be

made to treat the Tri-County Mall Loan (exclusive of any portion thereof

constituting part of the Excess Servicing Strip) and certain other related

assets subject to this Agreement as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as the "LOAN REMIC". Two

separate Loan REMIC regular interests, constituting beneficial ownership

interests in the Loan REMIC (together, the "LOAN REMIC REGULAR INTERESTS"),

shall be issued on the Closing Date, and such Loan REMIC Regular Interests shall

be designated as "LOAN REMIC REGULAR INTEREST TM-1" and "LOAN REMIC REGULAR

INTEREST TM-2", respectively. Each Loan REMIC Regular Interest shall relate to

the Tri-County Mall Loan and any successor REO Loan with respect thereto. Each

Loan REMIC Regular Interest shall (i) accrue interest at the related per annum

rate described in the definition of "LOAN REMIC REMITTANCE RATE" and (ii) have

an initial Loan REMIC Principal Balance as of the Closing Date equal to: (A)

$149,000,000 in the case of Loan REMIC Regular Interest TM-1; and (B) $9,000,000

in the case of Loan REMIC Regular Interest TM-2. Neither of the Loan REMIC

Regular Interests will be certificated. The sole class of "residual interests"

in the Loan REMIC, as well as the sole class of "residual interests" in the

Lower-Tier REMIC and the sole class of "residual interests" in the Upper-Tier

REMIC, will be evidenced by the Class R Certificates.

The Class R Certificates will not have principal amounts or notional

balances and will not bear interest.

The parties intend that the portion of the Trust Fund representing the

Excess Interest, any amounts on deposit in the Collection Account representing

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 and that the Class V Certificates shall represent

undivided beneficial interests in the portion of the Trust Fund consisting of

the Excess Interest, any amounts on deposit in the Collection Account

representing Excess Interest and the Excess Interest Distribution Account.

The parties intend that the portion of the Trust Fund representing the

Broker Strip Interest and any amounts on deposit in the Collection Account

representing the Broker Strip Interest 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.

The parties intend that the portion of the Trust Fund representing the

Excess Servicing Strip and any amounts on deposit in the Collection Account

representing the Excess Servicing Strip 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.

The parties intend that the portion of the Trust Fund representing the

Class A-MFL Upper-Tier Interest (and distributions thereon), the Swap Agreement

(and payments by the Swap Counterparty thereunder) and the Floating Rate 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 and that the Class A-MFL Certificates shall

represent undivided beneficial interests in the portion of the

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Trust Fund consisting of the Class A-MFL Upper-Tier Interest, the Swap Agreement

and the Floating Rate Account.

As of the close of business on the Cut-off Date (as defined herein),

the Loans had an aggregate principal balance, after application of all payments

of principal due on or before such date, whether or not received, equal to

$1,614,084,459.

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer, the Special Servicer and the Trustee agree as

follows:

ARTICLE I

DEFINITIONS

Section 1.01 DEFINED TERMS. Whenever used in this Agreement

(including, without limitation, in the Preliminary Statement hereto) the

following words and phrases, unless the context otherwise requires, shall have

the meanings specified in this Article.

"30/360 BASIS": The accrual of interest based on a 360-day year

consisting of twelve 30-day months.

"A LOAN": Any Loan that is senior in right of payment to the related

Junior Loan(s), to the extent set forth in the related Intercreditor Agreement.

The only A Loans are the CBA A Loans.

"A NOTE": With respect to any A Loan, the Mortgage Note included in

the Trust Fund, which is senior in right of payment to the related Junior Loan,

if any, to the extent set forth in the related Intercreditor Agreement.

"ACCOUNTANT'S STATEMENT": As defined in Section 3.14.

"ACCRUED CERTIFICATE INTEREST AMOUNT": With respect to any Class of

Principal Balance Certificates (other than the Class A-MFL Certificates) for any

Distribution Date, one month's interest at the Pass-Through Rate applicable to

such Class of Certificates for such Distribution Date, accrued on the related

Class Principal Balance outstanding immediately prior to such Distribution Date;

with respect to the Class A-MFL Upper-Tier Interest, one month's interest at the

Pass-Through Rate for the Class A-MFL Upper-Tier Regular Interest for such

Distribution Date, accrued on the related Class Principal Balance immediately

prior to such Distribution Date; with respect to the Class A-X Certificates for

any Distribution Date, the aggregate of all Accrued Component Interest Amounts

with respect to the Class A-X Components for such Distribution Date; and, with

respect to the Class A-SP Certificates for any Distribution Date, the aggregate

of all Accrued Component Interest Amounts with respect to the Class A-SP

Components for such Distribution Date. Accrued Certificate Interest Amounts

shall be calculated on a 30/360 Basis and, with respect to any Class of Regular

Certificates or the Class A-MFL Upper-Tier Interest for any Distribution Date,

shall be deemed to accrue during the calendar month preceding the month in which

such Distribution Date occurs.

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"ACCRUED COMPONENT INTEREST AMOUNT": With respect to each Class A-X

Component and Class A-SP Component for any Distribution Date, one month's

interest at the Class A-X Strip Rate (in the case of a Class A-X Component) or

Class A-SP Strip Rate (in the case of a Class A-SP Component), as applicable,

with respect to such Component for such Distribution Date, accrued on the

Component Notional Amount of such Component outstanding immediately prior to

such Distribution Date. Accrued Component Interest Amounts shall be calculated

on a 30/360 Basis and, with respect to any Class A-X Component or Class A-SP

Component for any Distribution Date, shall be deemed to accrue during the

calendar month preceding the month in which such Distribution Date occurs.

"ACQUISITION DATE": With respect to any REO Property, the first day on

which such REO Property is acquired by the Trust Fund and the Lower-Tier REMIC

within the meaning of Treasury regulations section 1.856-6(b)(1), which is the

first day on which the Lower-Tier REMIC is treated as the owner of such REO

Property (or any interest therein) for federal income tax purposes.

"ACTUAL/360 BASIS": The accrual of interest based on the actual number

of days elapsed during each one-month accrual period in a year assumed to

consist of 360 days.

"ADDITIONAL COLLATERAL": With respect to the Additional Collateral

Loan, the cash reserve or irrevocable letter of credit partially securing such

Additional Collateral Loan.

"ADDITIONAL COLLATERAL LOAN": Any of the Loans identified on Exhibit

C-1 hereto.

"ADDITIONAL SERVICING COMPENSATION": As defined in Section 3.11(a).

"ADDITIONAL TRUST FUND EXPENSES": An expense of the Trust Fund that

(i) arises out of a default on a Loan or Serviced Loan Combination or an

otherwise unanticipated event, (ii) is not covered by a Servicing Advance or a

corresponding collection from the related Borrower and (iii) does not represent

a loss on a Loan arising from the inability of the Master Servicer and/or the

Special Servicer to collect all amounts due and owing under the Loan, including

by reason of the fraud or bankruptcy of the Borrower or, to the extent not

covered by insurance, a casualty of any nature at a Mortgaged Property;

PROVIDED, HOWEVER, that, "Additional Trust Fund Expense" shall not include any

of the foregoing amounts that have been recovered from the related Borrower or

Mortgaged Property.

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

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

"AFFILIATE": With respect to any specified Person, any other Person

controlling or controlled by or under common control with such specified Person.

For the purposes of this definition, "control" when used with respect to any

specified Person means the power to direct the management and policies of such

Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

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"AGREEMENT": This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

"ANTICIPATED REPAYMENT DATE": With respect to any ARD Loan, designated

as such on the Mortgage Loan Schedule, the date upon which such ARD Loan starts

to accrue interest at its Revised Rate.

"APPRAISAL": An appraisal prepared in accordance with 12 C.F.R.

Section 225.64 by an Appraiser selected by the Master Servicer or Special

Servicer, as applicable or obtained in connection with the origination of the

Loan.

"APPRAISAL REDUCTION AMOUNT": For any Distribution Date and for any

Loan as to which an Appraisal Reduction Event has occurred, an amount calculated

by the Master Servicer (and confirmed by the Special Servicer), based on the

Appraised Value determined by the Special Servicer equal to the excess, if any,

of: (a) the Stated Principal Balance of such Loan; over (b) the excess, if any,

of (i) the sum of (A) 90% of the Appraised Value (as such Appraised Value may be

adjusted downward by the Special Servicer in accordance with the Servicing

Standard, without implying any duty to do so, based on the Special Servicer's

review of the Appraisal or such other information as the Special Servicer deems

relevant) of the related Mortgaged Property as determined (1) with respect to

any Loan with an outstanding principal balance equal to or greater than

$2,000,000, by one or more Appraisals (the costs of which shall be paid by the

Master Servicer as a Servicing Advance) or (2) with respect to any Loan with an

outstanding principal balance less than $2,000,000, by an Appraisal (or an

update of a prior Appraisal) (the costs of which shall be paid by the Master

Servicer as a Servicing Advance) or an internal valuation performed by the

Special Servicer, plus (B) any letter of credit, reserve, escrow or similar

amount held by the Master Servicer which are posted as additional security for

payments due on the Loan, over (ii) the sum of (X) to the extent not previously

advanced by the Master Servicer or the Trustee, all unpaid interest on such Loan

at a per annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in

respect of such Loan, together with interest thereon at the Reimbursement Rate,

and (Z) all currently due and unpaid real estate taxes and assessments,

Insurance Policy premiums, ground rents and all other amounts due and unpaid

with respect to such Loan (which taxes, assessments, premiums, ground rents and

other amounts have not been subject to an Advance by the Master Servicer, the

Special 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 SECTIONS 3.19(c) with

respect to such Loan, then the Appraisal Reduction Amount shall be equal to 25%

of the Stated Principal Balance of such Loan as of the date of the related

Appraisal Reduction Event; and PROVIDED, FURTHER, that, if the related Mortgaged

Property has become an REO Property, then references to "Loan" above in this

definition shall include any successor REO Loan with respect to the subject

Loan.

In the case of any CBA A Loan (or any successor REO Loan with respect

thereto), any Appraisal Reduction Amount will be calculated in respect of the

related CBA A/B Loan Pair (or any successor REO Loans with respect thereto), as

if it was a single Loan (or a single REO Loan), and any Appraisal Reduction

Amount shall first be allocated to the related CBA B Loan (or any successor REO

Loan with respect thereto), up to the outstanding principal balance of such

CBA B Loan (or REO Loan), and then any remaining portion of any such

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Appraisal Reduction Amount shall be allocated to the related CBA A Loan (or any

successor REO Loan with respect thereto).

Notwithstanding anything herein to the contrary, the aggregate

Appraisal Reduction Amount related to a Loan or any successor REO Loan with

respect thereto will be reduced to zero as of the date such Loan or such REO

Loan (or the related REO Property) is paid in full, liquidated, repurchased or

otherwise removed from the Trust Fund.

"APPRAISAL REDUCTION EVENT": With respect to any Loan, the earliest of

(i) 120 days after an uncured delinquency (without regard to the application of

any grace period) occurs in respect of such Loan (except that with respect to a

Balloon Payment, such date may extend until the Loan becomes a Specially

Serviced Loan), (ii) the date on which a reduction in the amount of Monthly

Payments on such Loan, or a change in any other material economic term of such

Loan (other than an extension of the Maturity Date for a period of six months or

less), becomes effective as a result of a modification of such Loan by the

Special Servicer, (iii) 60 days after a receiver has been appointed and remains

undismissed for the Borrower or immediately after a receiver has been appointed

for the related Mortgaged Property, (iv) 30 days after a Borrower declares

bankruptcy, (v) 60 days after the Borrower has become the subject of a decree or

order for a bankruptcy proceeding that shall have remained in force undischarged

and unstayed, and (vi) immediately after such Loan becomes an REO Loan;

PROVIDED, HOWEVER, that if the Class TM Certificates are the only Class of

Principal Balance Certificates outstanding besides the Class A Sequential Pay

Certificates, then Appraisal Reduction Events will only occur with respect to

the Tri-County Mall Loan.

"APPRAISED VALUE": With respect to any Mortgaged Property, the

appraised value thereof (as is) as determined by the most recent Appraisal

obtained or conducted, as appropriate, pursuant to this Agreement or obtained in

connection with the origination of the Loan; PROVIDED that, with respect to any

Mortgaged Property that secures a Loan with an outstanding principal balance

less than $2,000,000, the Appraised Value may be the estimated value of such

Mortgaged Property based on an internal valuation performed by the Special

Servicer.

"APPRAISER": An Independent MAI, state certified real estate appraiser

with five years of experience in properties of like kind and in the same

geographic area.

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

Schedule.

"ASSET STATUS REPORT": As defined in SECTION 3.21(e).

"ASSIGNABLE PRIMARY SERVICING FEE": Any Primary Servicing Fee that is

payable to the initial 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

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form which was duly executed, acknowledged and delivered, as amended, modified,

renewed or extended through the date hereof and from time to time hereafter.

"ASSUMED SCHEDULED PAYMENT": For any Due Period shall mean the

following:

(a) with respect to any Loan or Junior Loan that is delinquent in

respect of its Balloon Payment (and, if applicable, any successor REO Loan

with respect thereto as to which the Balloon Payment would have been past

due), an amount equal to the sum of (i) the principal portion of the

Monthly Payment that would have been due on such Loan or Junior Loan on the

related Due Date based on the constant payment required by the related Note

or the original amortization schedule thereof (as calculated with interest

at the related Mortgage Rate), if applicable, assuming such Balloon Payment

had not become due (and, if applicable, assuming the related Mortgaged

Property had not become an REO Property), after giving effect to any

modification of such Loan or Junior Loan, and (ii) one month's interest on

the Stated Principal Balance of such Loan or Junior Loan (or, if

applicable, any successor REO Loan with respect thereto) as of the end of

such Due Period at the applicable Mortgage Rate. The amount of the Assumed

Scheduled Payment for any A Loan or Junior Loan shall be calculated solely

by reference to the terms of such A Loan or Junior Loan, as applicable (as

modified in connection with any bankruptcy or similar proceeding involving

the related Borrower or pursuant to a modification, waiver or amendment

thereof granted or agreed to by the Master Servicer or the Special Servicer

pursuant to the terms hereof) and without regard to the remittance

provisions of the related Intercreditor Agreement; and

(b) any REO Loan that is not delinquent in respect of its Balloon

Payment, an amount equal to the sum of (i) the principal portion of the

Monthly Payment that would have been due on the related Loan on the related

Due Date based on the original amortization schedule thereof (as calculated

with interest at the related Mortgage Rate), if applicable, assuming the

related Mortgaged Property had not become an REO Property, after giving

effect to any modification of the related Loan, and (ii) one month's

interest on the Stated Principal Balance of such REO Loan as of the end of

such Due Period at the applicable Mortgage Rate.

"AVAILABLE DISTRIBUTION AMOUNT": With respect to any Distribution

Date, an amount equal to the sum (without duplication) of:

(a) the aggregate amount received on or with respect to the Loans

(and any related REO Properties) on or prior to the related Determination

Date and on deposit in the Collection Account as of the close of business

on the Business Day preceding the Master Servicer Remittance Date,

exclusive of any portion of such aggregate amount that is comprised of one

or more of the following amounts (without duplication):

(i) all Monthly Payments collected but due on a Due Date

after the end of the related Due Period;

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(ii) all amounts in the Collection Account that are payable or

reimbursable to any Person from any such account pursuant to CLAUSES

(iii) through (xvii), inclusive, and CLAUSES (xix) and (xx) of

SECTION 3.05(a);

(iii) all amounts that are payable or reimbursable to any

Person from the Distribution Account pursuant to CLAUSES (iii) through

(vi), inclusive, of SECTION 3.05(b);

(iv) all Yield Maintenance Charges and all Static Prepayment

Premiums;

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

(vi) any net interest or net investment income on funds on

deposit in the Collection Account in Permitted Investments in which

such funds may be invested;

(vii) with respect to any Distribution Date that occurs in

February of 2006 or any year thereafter or in January of 2006 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) all amounts received with respect to a Serviced Loan

Combination that are required to be paid to any related Junior Loan

Holder, as applicable, pursuant to the terms of the related Junior

Loan, as applicable, and the related Intercreditor Agreement (which

amounts will be deposited into the related Junior Loan Custodial

Account pursuant to SECTION 3.04 and/or SECTION 3.05, and withdrawn

from such accounts pursuant to SECTION 3.05);

(ix) Excess Interest; and

(x) Excess Liquidation Proceeds;

(b) if and to the extent not already included in CLAUSE (a) hereof,

the aggregate amount transferred with respect to the REO Loans in the

Mortgage Pool from the REO Account to the Collection Account for such

Distribution Date pursuant to SECTION 3.16(c);

Mortgage Pool by the Master Servicer and/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;

(d) all funds, if any, released from the Interest Reserve Account for

distribution on such Distribution Date;

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(e) any and all payments required to be made by the Master Servicer

pursuant to SECTION 3.02(f);

(f) the aggregate amount transferred (pursuant to SECTION 3.04(e))

from the Excess Liquidation Proceeds Account to the Distribution Account in

respect of such Distribution Date; and

(g) 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 Master Servicer or Special Servicer), made by any Class TM Consulting

Certificateholder pursuant to this Agreement or any CBA B Loan Holder

pursuant to the terms of the related Intercreditor Agreement during the

related Due Period and allocable to principal or interest with respect to

the related Loan.

"BALLOON LOAN": Any Loan or Junior Loan that by its terms provides for

an amortization schedule extending materially beyond its Maturity Date or for no

amortization prior to its Maturity Date.

"BALLOON PAYMENT": With respect to any Balloon Loan and any date of

determination, the scheduled payment of principal due on the Maturity Date of

such Balloon Loan (less principal included in the applicable amortization

schedule or scheduled Monthly Payment).

"BANKRUPTCY CODE": The federal Bankruptcy Code, as amended from time

to time (Title 11 of the United States Code).

"BASE INTEREST FRACTION": With respect to any Principal Prepayment or

other early collection of principal on any Loan (or any successor REO Loan with

respect thereto) and any Class of the Class A-1, Class A-1-A, Class A-2, Class

A-3, Class A-AB, Class A-4, Class A-MFX, Class A-J, Class B, Class C, Class D,

Class E, Class F, Class G and Class H Certificates and the Class A-MFL Upper

Tier Interest, a fraction (not greater than 1 or less than zero) (a) whose

numerator is equal to the excess, if any, of (i) the Pass-Through Rate on such

Class of Certificates or the Class A-MFL Upper Tier REMIC Interest, as

applicable, over (ii) the Yield Rate with respect to such Principal Prepayment

or other early collection of principal and (b) whose denominator is equal to the

excess, if any, of (i) Mortgage Rate on such Loan (or REO Loan) over (ii) the

Yield Rate with respect to such Principal Prepayment or other early collection

of principal.

"BOOK-ENTRY CERTIFICATE": Any Certificate registered in the name of

the Depository or its nominee.

"BOOK-ENTRY NON-REGISTERED CERTIFICATE": Any Non-Registered

Certificate that constitutes a Book-Entry Certificate.

"BORROWER": With respect to any Loan, the obligor or obligors on any

related Note or Notes, including, without limitation, any Person that has

acquired the related Mortgaged Property and assumed the obligations of the

original obligor under the Note or Notes.

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"BREACH": As defined in SECTION 2.03(b).

"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 T hereto.

"BROKER STRIP PAYEE": With respect to any Broker Strip Loan, the

"Broker Strip Payee" specified on Exhibit T hereto with respect to such Loan.

"BROKER STRIP RATE": With respect to each Broker Strip Loan, the

"Broker Strip Rate" specified on Exhibit T 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 State of New York and the states where the

Collection Account, the Distribution Account, the Trustee, the Master Servicer

or the Special Servicer are located, are authorized or obligated by law or

executive order to remain closed.

"CASH COLLATERAL ACCOUNT": With respect to any Loan that has a

Lock-Box Account, any account or accounts created pursuant to the related

Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan

Document, into which account or accounts the Lock-Box Account monies are swept

on a regular basis for the benefit of the Trustee as successor to the applicable

Mortgage Loan Seller's interest in such Loan. Any Cash Collateral Account shall

be beneficially owned for federal income tax purposes by the Person who is

entitled to receive all reinvestment income or gain thereon in accordance with

the terms and provisions of the related Loan and SECTION 3.06, which Person (and

not the Trust) may be taxed on all reinvestment income or gain thereon. The

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 Loan, each such Cash Collateral

Account shall be an Eligible Account.

"CASH COLLATERAL ACCOUNT AGREEMENT": With respect to any Loan, the

cash collateral account agreement, if any, between the related Mortgage Loan

Originator and the related Borrower, pursuant to which the related Cash

Collateral Account, if any, may have been established.

"CBA A LOAN": The Loans secured by the Mortgaged Properties identified

on the Mortgage Loan Schedule as Alexandria Power Center, Foley Towne Square and

Hartford Place Apartments, respectively, each of which Loans are senior in right

of payment to the related CBA B Loan, to the extent set forth in the related CBA

Intercreditor Agreement.

"CBA A/B LOAN PAIR": Any CBA A Loan together with the related CBA B

Loan.

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"CBA A/B MATERIAL DEFAULT": With respect to a CBA A/B Loan Pair, a

"Material Default" under, and within the meaning of, the related Intercreditor

Agreement.

"CBA B LOAN": With respect to each CBA A Loan, the mortgage loan

secured, on a subordinate basis, by the same Mortgage on the same Mortgaged

Property as such CBA A Loan, which subordinate mortgage loan is not included in

the Trust Fund, but which shall be serviced pursuant to this Agreement under the

conditions described in SECTION 3.01(g).

"CBA B LOAN HOLDER": With respect to any CBA A/B Loan Pair,

CBA-Mezzanine Capital Finance, LLC or its successors and assigns, as the holder

of the related CBA B Loan.

"CBA INTERCREDITOR AGREEMENT": With respect to each CBA A/B Loan Pair,

the related intercreditor agreement entered into by and between the holder of

the related CBA A Loan and the related CBA B Loan Holder, as the same may be

further amended from time to time in accordance with the terms thereof.

"CERCLA": The Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended.

"CERTIFICATE": Any one of the Depositor's Commercial Mortgage

Pass-Through Certificates, Series 2005-C2, as executed by the Trustee or

Certificate Registrar and authenticated and delivered hereunder by the

Certificate Registrar.

"CERTIFICATE NOTIONAL AMOUNT": With respect to any Class A-X or Class

A-SP Certificate, as of any date of determination, the then notional amount of

such Certificate equal to the product of (a) the Percentage Interest evidenced

by such Certificate, multiplied by (b) the then Class A-X or Class A-SP Notional

Amount, as applicable.

"CERTIFICATE OWNER": With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Certificate as reflected on the books

of the Depository or on the books of a Depository Participant or on the books of

an indirect participating brokerage firm for which a Depository Participant acts

as agent.

"CERTIFICATE PRINCIPAL BALANCE": With respect to any Principal Balance

Certificate, as of any date of determination, the then principal balance of such

Certificate equal to the product of (a) the Percentage Interest evidenced by

such Certificate, multiplied by (b) the then Class Principal Balance of the

subject Class of Principal Balance Certificates.

"CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR": The register

maintained and the registrar appointed pursuant to Section 5.02.

"CERTIFICATEHOLDER" or "HOLDER": The Person in whose name a

Certificate is registered in the Certificate Register; PROVIDED, HOWEVER, that

solely for the purposes of giving any consent, approval or waiver pursuant to

this Agreement with respect to the rights, obligations or liabilities of the

Trustee, the Master Servicer or the Special Servicer, any Certificate registered

in the name of the Trustee, the Master Servicer, the Special Servicer or any

Affiliate of any of them, as applicable, shall be deemed not to be outstanding,

and the Voting Rights to which it is

<Page>

entitled shall not be taken into account in determining whether the requisite

percentage of Voting Rights necessary to effect any such consent, approval or

waiver has been obtained; PROVIDED that (i) such restrictions shall not apply to

the selection of the Controlling Class (or the Directing Certificateholder) or

the exercise of the Special Servicer's or its Affiliates' rights as a member of

the Controlling Class and (ii) the foregoing shall not apply if the Trustee, the

Master Servicer or the Special Servicer, as the case may be, and/or their

Affiliates, own the entire Class of each Class of Certificates affected by such

action, vote, consent or waiver. The Trustee shall be entitled to request and

conclusively rely upon a certificate of the Master Servicer or the Special

Servicer in determining whether a Certificate is registered in the name of an

Affiliate of such Person. All references herein to "Holders" or

"Certificateholders" shall reflect the rights of Certificate Owners as they may

indirectly exercise such rights through the Depository and the Depository

Participants, except as otherwise specified herein; PROVIDED, HOWEVER, that the

parties hereto shall be required to recognize as a "Holder" or

"Certificateholder" only the Person in whose name a Certificate is registered in

the Certificate Register.

"CLASS": Collectively, all of the Certificates bearing the same

alphabetic or alphanumeric, as applicable, class designation.

"CLASS A SEQUENTIAL PAY CERTIFICATE": Any Class A-1, Class A-2, Class

A-3, Class A-AB, Class A-4 or Class A-1-A Certificate.

"CLASS A-1 CERTIFICATE": A Certificate designated as "Class A-1" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-1-A CERTIFICATE": A Certificate designated as "Class A-1-A"

on the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-2 CERTIFICATE": A Certificate designated as "Class A-2" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-3 CERTIFICATE": A Certificate designated as "Class A-3" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-4 CERTIFICATE": A Certificate designated as "Class A-4" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-AB CERTIFICATE": A Certificate designated as "Class A-AB" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-AB TARGETED PRINCIPAL BALANCE": With respect to the Class

A-AB Certificates for any Distribution Date, the principal balance set forth for

such Distribution Date on EXHIBIT S hereto.

"CLASS A-J CERTIFICATE": A Certificate designated as "Class A-J" on

the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-MFL AVAILABLE FUNDS": With respect to any Distribution Date,

an amount equal to (a) the sum of (i) the total amount of all principal and/or

interest distributions, as

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well as all distributions of Yield Maintenance Charges and Static Prepayment

Premiums, on or in respect of the Class A-MFL Upper-Tier Interest with respect

to such Distribution Date and (ii) the amounts, if any, received from the Swap

Counterparty pursuant to the Swap Agreement for such Distribution Date, less (b)

the sum of (i) all amounts required to be paid to the Swap Counterparty pursuant

to the Swap Agreement for such Distribution Date, (ii) all amounts that are

payable or reimbursable to any Person from the Floating Rate Account pursuant to

CLAUSES (iii) and (iv) of SECTION 3.05(d), (iii) any amount payable to the

Trustee as Net Investment Earnings earned on funds held in the Floating Rate

Account and (iv) any amount deposited in the Floating Rate Account in error.

"CLASS A-MFL CERTIFICATE": A Certificate designated as "Class A-MFL"

on the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-MFL DISTRIBUTION CONVERSION": With respect to any

Distribution Date (i) during the continuation of a Swap Default of the nature

described in clause (i) of the definition of "Swap Default" while the Trustee is

pursuing remedies under the Swap Agreement pursuant to SECTION 3.32, or (ii)

following the termination of the Swap Agreement, the conversion of distributions

to the Class A-MFL Certificates from distributions based, in part, on interest

payments from the Swap Counterparty under the Swap Agreement to distributions

based solely on distributions in respect of the Class A-MFL Upper-Tier Interest,

as specified in SECTION 4.01(c).

"CLASS A-MFL FIXED SWAP PAYMENT": With respect to any Distribution

Date, the amount required to be paid to the Swap Counterparty by the Trust under

the Swap Agreement (prior to any netting against amounts due from the Swap

Counterparty to the Trust) for that Distribution Date.

"CLASS A-MFL FLOATING SWAP PAYMENT": With respect to any Distribution

Date, the amount required to be paid to the Trust by the Swap Counterparty under

the Swap Agreement (prior to any netting against amounts due from the Trust to

the Swap Counterparty) for that Distribution Date.

"CLASS A-MFL INITIAL FLOATING SWAP PAYMENT": The initial payment

payable by the Swap Counterparty on the "Effective Date" (as defined in the Swap

Agreement) as specified under "Additional provisions" in the confirmation under

the Swap Agreement.

"CLASS A-MFL INTEREST DISTRIBUTION AMOUNT": With respect to any

Distribution Date, an amount equal to (a) the sum of (i) the Optimal Interest

Distribution Amount with respect to the Class A-MFL Upper-Tier Interest for such

Distribution Date, (ii) the Class A-MFL Floating Swap Payment received from the

Swap Counterparty with respect to such Distribution Date and (iii) if the Swap

Agreement is terminated and a replacement Swap Agreement is not obtained, any

Swap Termination Payment collected during the related Due Period, less (b) the

Class A-MFL Fixed Swap Payment made to the Swap Counterparty with respect to

such Distribution Date.

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"CLASS A-MFL NET FIXED SWAP PAYMENT": With respect to any Distribution

Date, the excess, if any of (i) the Class A-MFL Fixed Swap Payment for that

Distribution Date over (ii) the Class A-MFL Floating Swap Payment for that

Distribution Date.

"CLASS A-MFL NET FLOATING SWAP PAYMENT": With respect to any

Distribution Date, the excess, if any of (i) the Class A-MFL Floating Swap

Payment for that Distribution Date over (ii) the Class A-MFL Fixed Swap Payment

for that Distribution Date.

"CLASS A-MFL PRINCIPAL DISTRIBUTION AMOUNT": With respect to any

Distribution Date, an amount equal to the amount of principal allocated pursuant

to SECTION 4.01 in respect of the Class A-MFL Upper-Tier Interest on such

Distribution Date.

"CLASS A-MFL SWAP PAYMENT DATE": With respect to any Distribution

Date, the New York Business Day preceding such Distribution Date.

"CLASS A-MFL UPPER-TIER INTEREST": The uncertificated interest in the

Upper-Tier REMIC, designated as "Class A-MFL", constituting a "regular interest"

in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the

characteristics attributable thereto in this Agreement.

"CLASS A-MFX CERTIFICATE": A Certificate designated as "Class A-MFX"

on the face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS A-SP CERTIFICATE": A Certificate designated as "Class A-SP" on

the face thereof, substantially in the form of EXHIBIT A-2 hereto.

"CLASS A-SP COMPONENT": Any of the Components identified in the table

in the definition of "Component" as being a Class A-SP Component. Each of the

Class A-SP Components constitutes a separate "regular interest" in the

Upper-Tier REMIC.

"CLASS A-SP NOTIONAL AMOUNT": As of any date of determination, the sum

of then Component Notional Amounts of the Class A-SP Components; PROVIDED that,

for reporting purposes, the Class A-SP Notional Amount from time to time shall

be calculated in accordance with the Prospectus Supplement.

"CLASS A-SP STRIP RATE": With respect to each of the Class A-SP

Components for any Distribution Date, a rate per annum equal to (i) for any

Distribution Date occurring on or before the related Component Crossover Date,

(x) the lesser of (I) the Weighted Average Net Mortgage Rate for such

Distribution Date and (II) the Reference Rate for such Distribution Date minus

(y) the Pass-Through Rate for the Corresponding Class of Sequential Pay

Certificates (or, in the case of Class A-SP Component A-SP-A-MFL, the

Pass-Through Rate for the Class A-MFL Upper-Tier Interest) for such Distribution

Date (PROVIDED that in no event shall any Class A-SP Strip Rate be less than

zero), and (ii) for any Distribution Date occurring after the related Component

Crossover Date, 0% per annum.

"CLASS A-X CERTIFICATE": A Certificate designated as "Class A-X" on

the face thereof, substantially in the form of EXHIBIT A-2 hereto.

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"CLASS A-X COMPONENT": Each of the Components.

"CLASS A-X NOTIONAL AMOUNT": With respect to the Class A-X

Certificates, as of any date of determination, the sum of then Component

Notional Amounts of all of the Class A-X Components.

"CLASS A-X STRIP RATE": With respect to any Class A-X Component that

does not have a Corresponding Class A-SP Component, for any Distribution Date, a

rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such

Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Class

of Principal Balance Certificates; and with respect to any Class A-X Component

that does have a Corresponding Class A-SP Component, (1) for any Distribution

Date occurring on or before the Component Crossover Date for such Corresponding

Class A-SP Component, (x) the Weighted Average Net Mortgage Rate for such

Distribution Date minus (y) the sum of the Pass-Through Rate for the

Corresponding Class of Principal Balance Certificates (or, in the case of Class

A-X Component A-X-A-MFL, the Pass-Through Rate for the Class A-MFL Upper-Tier

Interest) for such Distribution Date and the Class A-SP Strip Rate for such

Corresponding Class A-SP Component for such Distribution Date, and (2) for any

Distribution Date occurring after the Component Crossover Date for such

Corresponding Class A-SP Component, a rate per annum equal to (x) the Weighted

Average Net Mortgage Rate for such Distribution Date, minus (y) the Pass-Through

Rate for the Corresponding Class of Principal Balance Certificates (or, in the

case of Class A-X Component A-X-A-MFL, the Pass-Through Rate for the Class A-MFL

Upper-Tier Interest) for such Distribution Date; 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, substantially in the form of EXHIBIT A-1 hereto.

"CLASS C CERTIFICATE": A Certificate designated as "Class C" on the

face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS D CERTIFICATE": A Certificate designated as "Class D" on the

face thereof, substantially in the form of EXHIBIT A-1 hereto.

"CLASS E CERTIFICATE": A Certificate designated as "Class E" on the