POOLING AND SERVICING AGREEMENT

                                                                  
EXECUTION COPY

                   
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,

                                   
DEPOSITOR,

                      
GMAC COMMERCIAL MORTGAGE CORPORATION,

              
MASTER SERVICER AND SERVICED WHOLE LOAN PAYING AGENT,

                      
GMAC COMMERCIAL MORTGAGE CORPORATION,

                                
SPECIAL SERVICER,

                       
LASALLE BANK NATIONAL ASSOCIATION,

                  
                   
TRUSTEE

                                       
AND

                              
ABN AMRO BANK, N.V.,

                                  
FISCAL AGENT

                         
POOLING AND SERVICING AGREEMENT

                           
 
DATED AS OF JUNE 1, 2005

                                   
----------

                                 
$1,597,857,327

                       
MORTGAGE PASS-THROUGH CERTIFICATES

                                 
SERIES 2005-C1

                         
       
TABLE OF CONTENTS

                                                                   
        
PAGE

                                                                   
        
----

ARTICLE I
       
DEFINITIONS..............................................
      
8

   
Section 1.01
    
Defined Terms.........................................
      
8

   
Section 1.02
    
Certain Calculations..................................
    
109

ARTICLE II
      
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF

             
      
CERTIFICATES..........................................
    
111

   
Section 2.01
    
Establishment of Trust; Conveyance of Mortgage Loans..
    
111

   
Section 2.02
    
Acceptance by Trustee.................................
    
114

   
Section 2.03
    
Mortgage Loan Sellers' Repurchase or Substitution of

                   
Mortgage Loans for Defects in Mortgage Files and

                   
Breaches of Representations and Warranties............
    
118

   
Section 2.04
    
Issuance of Class R-I Certificates; Creation of

                   
REMIC I Regular Interests.............................
    
122

   
Section 2.05
    
Conveyance of REMIC I Regular Interests; Acceptance

                   
of REMIC II by the Trustee............................
    
123

   
Section 2.06
  
  
Issuance of Class R-II Certificates; Creation of

                   
REMIC II Regular Interest.............................
    
123

   
Section 2.07
    
Conveyance of REMIC II Regular Interests; Acceptance

                   
of REMIC III by Trustee...............................
    
123

   
Section 2.08
    
Issuance of REMIC III Certificates....................
    
123

   
Section 2.09
    
Assignment of Excess Interest; Issuance of the

                   
Class Q Certificates..................................
    
124

   
Section 2.10
    
Assignment of Windsor Hospitality Portfolio Mortgage

                   
Loan Exit Fees; Issuance of the Class W

                   
Certificates..........................................
    
124

ARTICLE III
     
ADMINISTRATION AND SERVICING OF THE TRUST FUND............
   
124

   
Section 3.01
    
Servicing and Administration of the Mortgage Loans....
    
124

   
Section 3.02
    
Collection of Mortgage Loan and Serviced Whole Loan

                   
Payments..............................................
    
128

   
Section 3.03
    
Collection of Taxes, Assessments and Similar Items;

                   
Servicing Accounts and Reserve Accounts...............
    
129

   
Section 3.04
    
Certificate Account, Distribution Account and

                   
Serviced Whole Loan Custodial Accounts................
    
131

                                       
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Section 3.05
    
Permitted Withdrawals From the Certificate Account,

                   
the Distribution Account, the Interest Reserve

         
          
Account, the Excess Liquidation Proceeds Reserve

                   
Account and Serviced Whole Loan Custodial

                   
Accounts; Establishment of Serviced B Note

                   
Distribution Accounts................................. 
   
139

   
Section 3.06
    
Investment of Funds in the Certificate Account, the

                   
Distribution Account, the Excess Liquidation

                   
Proceeds Reserve Account, the Interest Reserve

                   
Account, the REO Account and the Serviced Whole

                   
Loan Custodial Accounts...............................
    
150

   
Section 3.07
    
Maintenance of Insurance Policies; Errors and

                   
Omissions and Fidelity Coverage.......................
    
152

   
Section 3.08
    
Enforcement of Due-On-Sale Clauses; Assumption

                   
Agreements; Subordinate Financing; Defeasance.........
    
156

   
Section 3.09
    
Realization Upon Defaulted Mortgage Loans.............
    
160

   
Section 3.10
    
Trustee to Cooperate; Release of Mortgage Files.......
    
163

   
Section 3.11
    
Servicing Compensation; Nonrecoverable Servicing

                   
Advances..............................................
    
164

   
Section 3.12
    
Inspections; Collection of Financial Statements.......
    
170

   
Section 3.13
    
Annual Statement as to Compliance.....................
    
171

   
Section 3.14
    
Reports by Independent Public Accountants.............
    
171

   
Section 3.15
    
Access to Certain Information.........................
    
172

   
Section 3.16
    
Title to REO Property; REO Account....................
    
172

   
Section 3.17
    
Management of REO Property; Independent Contractors...
    
174

   
Section 3.18
    
Sale of Defaulted Mortgage Loans......................
    
176

   
Section 3.19
    
Sale of REO Property..................................
    
180

   
Section 3.20
    
Additional Obligations of the Master Servicer and

                   
the Special Servicer..................................
    
182

   
Section 3.21
    
Modifications, Waivers, Amendments and Consents.......
    
186

   
Section 3.22
    
Transfer of Servicing Between Master Servicer and

                   
Special Servicer; Record Keeping......................
    
190

   
Section 3.23
    
Sub-Servicing Agreements..............................
    
191

   
Section 3.24
    
Designation of Special Servicer by the Majority

                   
Certificateholder of the Controlling Class............
    
193

   
Section 3.25
    
Lock-Box Accounts and Servicing Accounts..............
    
198

   
                                   
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Section 3.26
    
Representations and Warranties of the Master

                   
Servicer and the Special Servicer.....................
    
198

   
Section 3.27
    
Third-Party Beneficiaries.............................
    
199

   
Section 3.28
    
Certain Matters Relating to the Non-Serviced Whole

                   
Loan..................................................
    
201

   
Section 3.29
    
Serviced B Note Intercreditor Matters.................
    
201

   
Section 3.30
    
Serviced Companion Loan Intercreditor Matters.........
    
204

   
Section 3.31
    
Windsor Hospitality Portfolio Control Rights..........
    
204

   
Section 3.32
    
San Marcos Apartments Control Rights..................
    
209

   
Section 3.33
    
College Station Apartments Control Rights.............
    
213

ARTICLE IV
      
PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.......
    
217

   
Section 4.01
    
Distributions.........................................
    
217

   
Section 4.02
    
Statements to Certificateholders; Certain Reports

                   
by the Master Servicer and the Special Servicer.......
    
234

   
Section 4.03
    
Delinquency Advances..................................
    
242

   
Section 4.04
    
Allocation of Realized Losses and Additional Trust

                   
Fund Expenses.........................................
    
248

   
Section 4.05
    
Statements to Serviced B Note Holders.................
    
251

ARTICLE V
       
THE CERTIFICATES.........................................
    
253

   
Section 5.01
    
The Certificates......................................
    
253

   
Section 5.02
    
Registration of Transfer and Exchange of

                   
Certificates..........................................
    
253

   
Section 5.03
    
Book-Entry Certificates...............................
    
258

   
Section 5.04
    
Mutilated, Destroyed, Lost or Stolen Certificates.....
    
260

   
Section 5.05
    
Persons Deemed Owners.................................
    
260

ARTICLE VI
      
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL

                
SERVICER.................................................
    
260

   
Section 6.01
    
Liability of the Depositor, the Master Servicer and

                   
the Special Servicer..................................
    
260

 
  
Section 6.02
    
Merger, Consolidation or Conversion of the

                   
Depositor, the Master Servicer and the Special

                   
Servicer; Assignment of Rights and Delegation of

                   
Duties by the Master Servicer and the Special

                   
Servicer..............................................
    
260

                                      
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Section 6.03
    
Limitation on Liability of the Depositor, the

                   
Master Servicer, the Special Servicer and Others......
    
261

   
Section 6.04
    
Depositor, Master Servicer and Special Servicer Not

                   
to Resign.............................................
    
262

   
Section 6.05
    
Rights of the Depositor in Respect of the Master

        
           
Servicer and the Special Servicer.....................
    
263

   
Section 6.06
    
[Reserved]............................................
    
263

   
Section 6.07
    
Certain Matters Relating to the Non-Serviced

                   
Mortgage Loans........................................
    
263

ARTICLE VII
     
DEFAULT..................................................
    
263

   
Section 7.01
    
Events of Default.....................................
    
263

   
Section 7.02
    
Trustee to Act; Appointment of Successor..............
    
266

   
Section 7.03
    
Notification to Certificateholders....................
    
267

   
Section 7.04
    
Waiver of Events of Default...........................
    
268

ARTICLE VIII
    
CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE

                   
SERVICED WHOLE LOAN PAYING AGENT......................
    
268

   
Section 8.01
    
Duties of the Trustee and the Fiscal Agent............
    
268

   
Section 8.02
    
Certain Matters Affecting the Trustee and the

                   
Fiscal Agent..........................................
    
269

   
Section 8.03
    
Trustee and Fiscal Agent Not Liable for Validity or

                   
Sufficiency of Certificates or Mortgage Loans.........
    
270

   
Section 8.04
    
Trustee and Fiscal Agent May Own Certificates.........
    
271

   
Section 8.05
    
Fees and Expenses of Trustee; Indemnification of

                   
Trustee and the Fiscal Agent..........................
    
271

   
Section 8.06
    
Eligibility Requirements for Trustee and Fiscal

        
           
Agent.................................................
    
272

   
Section 8.07
    
Resignation and Removal of the Trustee and the

                   
Fiscal Agent..........................................
    
273

   
Section 8.08
    
Successor Trustee and Fiscal Agent....................
    
274

   
Section 8.09
    
Merger or Consolidation of Trustee and Fiscal Agent...
    
274

   
Section 8.10
    
Appointment of Co-Trustee or Separate Trustee.........
    
274

   
Section 8.11
    
Appointment of Custodians.............................
    
275

   
Section 8.12
    
Access to Certain Information.........................
    
276

   
Section 8.13
    
Representations and Warranties of the Trustee and

                   
the Fiscal Agent...................................... 
   
277

   
Section 8.14
    
Filings with the Securities and Exchange Commission...
    
279

   
Section 8.15
    
Fiscal Agent Termination Event........................
    
281

                                      
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Section 8.16
    
Procedure Upon Termination............................
    
282

   
Section 8.17
    
Serviced Whole Loan Paying Agent......................
    
282

   
Section 8.18
    
Serviced Whole Loan Holder Register...................
    
283

ARTICLE IX
      
TERMINATION..............................................
    
284

   
Section 9.01
    
Termination Upon Repurchase or Liquidation of All

                   
Mortgage Loans........................................
    
284

   
Section 9.02
    
Additional Termination Requirements...................
    
287

ARTICLE X
       
ADDITIONAL REMIC PROVISIONS..............................
    
287

   
Section 10.01
   
REMIC Administration..................................
    
287

   
Section 10.02
   
Depositor, Master Servicer, Special Servicer,

                   
Trustee and Fiscal Agent to Cooperate.................
    
291

   
Section 10.03
   
Grantor Trust Administration..........................
    
291

ARTICLE XI
      
MISCELLANEOUS PROVISIONS.................................
    
293

   
Section 11.01
   
Amendment.............................................
    
293

   
Section 11.02
   
Recordation of Agreement; Counterparts................
    
295

   
Section 11.03
   
Limitation on Rights of Certificateholders............
    
295

   
Section 11.04
   
GOVERNING LAW.........................................
    
296

   
Section 11.05
   
Notices...............................................
    
296

   
Section 11.06
   
Severability of Provisions............................
    
298

   
Section 11.07
   
Grant of a Security Interest..........................
    
298

   
Section 11.08
   
No Partnership........................................
    
298

   
Section 11.09
   
Successors and Assigns; Beneficiaries.................
    
298

   
Section 11.10
   
Article and Section Headings..........................
    
299

   
Section 11.11
   
Notices to the Rating Agencies........................
    
299

                                       
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Exhibit A-1
    
Form of Class A-1 Certificate
                               
A-1-1

Exhibit A-2
    
Form of Class A-1A Certificate
                              
A-2-1

Exhibit A-3
    
Form of Class A-2 Certificate
                               
A-3-1

Exhibit A-4
    
Form of Class A-3 Certificate
                               
A-4-1

Exhibit A-5
    
Form of Class A-4 Certificate 
                              
A-5-1

Exhibit A-6
    
Form of Class A-5 Certificate
                               
A-6-1

Exhibit A-7
    
Form of Class A-M Certificate
                               
A-7-1

Exhibit A-8
    
Form of Class A-J Certificate
            
                   
A-8-1

Exhibit A-9
    
Form of Class B Certificate
                                 
A-9-1

Exhibit A-10
   
Form of Class C Certificate
                                
A-10-1

Exhibit A-11
   
Form of Class D Certificate
                           
     
A-11-1

Exhibit A-12
   
Form of Class E Certificate
                                
A-12-1

Exhibit A-13
   
Form of Class F Certificate
                                
A-13-1

Exhibit A-14
   
Form of Class G Certificate
                                
A-14-1

Exhibit A-15
   
Form of Class H Certificate
                                
A-15-1

Exhibit A-16
   
Form of Class J Certificate
                                
A-16-1

Exhibit A-17
   
Form of Class K Certificate
                                
A-17-1

Exhibit A-18
  
 
Form of Class L Certificate
                                
A-18-1

Exhibit A-19
   
Form of Class M Certificate
                                
A-19-1

Exhibit A-20
   
Form of Class N Certificate
                                
A-20-1

Exhibit A-21
   
Form of Class O Certificate
                                
A-21-1

Exhibit A-22
   
Form of Class P Certificate
                                
A-22-1

Exhibit A-23
   
Form of Class Q Certificate
                                
A-23-1

Exhibit A-24
   
Form of Class R-I Certificate
                              
A-24-1

Exhibit A-25
   
Form of Class R-II Certificate
                             
A-25-1

Exhibit A-26
   
Form of Class R-III Certificate
                            
A-26-1

Exhibit A-27
   
Form of Class X-1 Certificate
         
                     
A-27-1

Exhibit A-28
   
Form of Class X-2 Certificate
                              
A-28-1

Exhibit A-29
   
Form of Class W Certificate
                                
A-29-1

Exhibit B-1
    
Form of Transferor Certificate
                     
         
B-1-1

Exhibit B-2
    
Form of Transferee Certificate
                              
B-2-1

Exhibit C-1
    
Form of Transfer Affidavit and Agreement
                    
C-1-1

Exhibit C-2
    
Form of Transferor Certificate
                              
C-2-1

Exhibit D
      
Form of Request for Release
                                   
D-1

Exhibit E
      
Form of UCC-1 Financing Statement
                             
E-1

Exhibit F
      
Methodology to Normalize Net Operating Income and Debt

               
Service Coverage
                                              
F-1

Exhibit G
      
Form of Distribution Date Statement
                           
G-1

Exhibit H-1
    
Form of Investor Certification
                              
H-1-1

Exhibit H-2
    
Form of Confidentiality Agreement
                           
H-2-1

Exhibit I
      
Form of Notice and Certification regarding Defeasance

               
of Mortgage Loans
                                             
I-1

Exhibit J
      
Form of Insurance Summary Report
             
                 
J-1

                                      
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Exhibit K
      
Form of First Anniversary Reserve Report
                      
K-1

Exhibit L-1
    
Closing Mortgage File Review Certification
                    
L-1

Exhibit L-2
    
Post-Closing Mortgage File Review Certification
               
L-2

Exhibit M-1
    
Form 10-K Certification
                                     
M-1-1

Exhibit M-2
    
Back-up Certificate for Form 10-K Certification from

               
Trustee
                         
                            
M-2-1

Exhibit M-3
    
Back-up Certificate for Form 10-K Certification

               
from Master Servicer/Special Servicer
                       
M-3-1

                                      
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Schedule I
     
Mortgage Loan Schedule
                                   
Sch. I-1

Schedule II
    
Environmental Policy Mortgage Loans
                     
Sch. II-1

Schedule III
   
Strip Calculation Schedule
                             
Sch. III-1

Schedule IV
    
Broker Strip Schedule
     
                              
Sch. IV-1

Schedule V
     
Specified Earnout Reserve Loans
                          
Sch. V-1

Schedule VI
    
Master Servicing Fee and Servicing Fee Rates for the

               
Mortgage Loans
                                      
    
Sch. VI-1

                                     
-viii-

                                        
1

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

effective as of June 1, 2005, among GMAC COMMERCIAL MORTGAGE
SECURITIES, INC.,

as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master
Servicer and

Serviced Whole Loan Paying Agent, GMAC COMMERCIAL MORTGAGE
CORPORATION, as

Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee,
and ABN AMRO

BANK N.V., as Fiscal Agent.

                             
PRELIMINARY STATEMENT:

     
The Depositor intends to sell the Certificates, to be issued
hereunder in

multiple Classes, which in the aggregate will evidence the entire
beneficial

ownership interest in the Trust Fund to be created hereunder, the
primary assets

of which will be the Mortgage Loans. The aggregate of the initial
Cut-off Date

Principal Balances of the Mortgage Loans is approximately
$1,597,857,328.

     
As provided herein, the Trustee will elect to treat the segregated
pool of

assets consisting of the Mortgage Loans (exclusive of that portion
of interest

payments thereon that constitute Excess 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 R-I

Certificates will represent the sole class of "residual interests"
in REMIC I

for purposes of the REMIC Provisions under federal income tax law.
With respect

to each Mortgage Loan, there shall be a corresponding REMIC I
Regular Interest.

The designation for each such REMIC I Regular Interest shall be the
control

number for the related Mortgage Loan set forth on the schedule
attached hereto

as Schedule I. The REMIC I Remittance Rate (as defined herein) and
the initial

Uncertificated Principal Balance of each such REMIC I Regular
Interest shall be

based on the Net Mortgage Rate as of the Cut-off Date and the
Cut-off Date

Principal Balance, respectively, for the related Mortgage Loan.
Determined

solely for purposes of satisfying Treasury Regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each
such REMIC I

Regular Interest shall be the first Distribution Date that follows
the Stated

Maturity Date for the related Mortgage Loan. None of the REMIC I
Regular

Interests will be certificated.

     
As provided herein, the Trustee will elect to treat the segregated
pool of

assets consisting of the REMIC I Regular Interests as a REMIC for
federal income

tax purposes, and such segregated pool of assets will be designated
as "REMIC

II." The Class R-II Certificates will represent the sole class of
"residual

interests" in REMIC II for purposes of the REMIC Provisions under
federal income

tax law. The following table irrevocably sets forth the
designation, REMIC II

Remittance Rate and the initial Uncertificated Principal Balance
for each of the

REMIC II Regular Interests. Determined solely for purposes of
satisfying

Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity

date" for each REMIC II Regular Interest shall be the first
Distribution Date

that is at least two years after the end of the remaining
amortization schedule

of the Mortgage Loan that has, as of the Closing Date, the longest
remaining

amortization schedule, irrespective of its scheduled maturity. None
of the REMIC

II Regular Interests will be certificated.

                                       
2

                  
REMIC II
      
INITIAL UNCERTIFICATED

DESIGNATION
   
REMITTANCE RATE
   
   
PRINCIPAL BALANCE

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

LA-1-1
          
Variable (*)
         
$ 33,682,000

LA-1-2
          
Variable (*)
         
$ 27,518,000

LA-1A-1
         
Variable (*)
         
$ 39,449,000

LA-1A-2A
        
Variable (*)
  
       
$ 24,852,000

LA-1A-2B
        
Variable (*)
         
$ 21,984,000

LA-1A-2C
        
Variable (*)
         
$ 12,540,000

LA-1A-2D
        
Variable (*)
         
$
  
9,746,000

LA-1A-2E
        
Variable (*)
         
$
  
8,772,000

LA-1A-2F
        
Variable (*)
        
 
$ 14,199,000

LA-1A-2G
        
Variable (*)
         
$
  
6,210,000

LA-1A-2H
        
Variable (*)
         
$ 71,069,000

LA-1A-2I
        
Variable (*)
         
$
  
3,993,000

LA-1A-2J
        
Variable (*)
         
$
  
3,643,000

LA-1A-2K
        
Variable (*)
         
$
  
3,367,000

LA-1A-2L
        
Variable (*)
         
$
  
3,196,000

LA-1A-2M
        
Variable (*)
         
$121,487,000

LA-2-A
          
Variable (*)
         
$
  
8,588,000

LA-2-B
          
Variable (*)
         
$ 42,687,000

LA-2-C
          
Variable (*)
         
$ 40,648,000

LA-2-D
          
Variable (*)
         
$ 37,183,000

LA-2-E
          
Variable (*)
         
$ 34,284,000

LA-2-F
          
Variable (*)
         
$ 31,803,000

LA-2-G
          
Variable (*)
         
$104,807,000

LA-3-A
          
Variable (*)
         
$171,048,000

LA-3-B
          
Variable (*)
         
$ 16,252,000

LA-4-A
          
Variable (*)
         
$ 37,712,000

LA-4-B
          
Variable (*)
         
$ 30,388,000

LA-5-A
          
Variable (*)
         
$ 51,078,000

LA-5-B
          
Variable (*)
         
$ 15,345,000

LA-5-C
    
      
Variable (*)
         
$ 14,532,000

LA-5-D
          
Variable (*)
         
$ 18,909,000

LA-5-E
          
Variable (*)
         
$ 57,529,000

LA-M
            
Variable (*)
         
$159,785,000

LA-J
            
Variable (*)
         
$127,829,000

----------

(*) 
 
Calculated in accordance with the definition of "REMIC II
Remittance Rate."

                                       
3

                  
REMIC II
      
INITIAL UNCERTIFICATED

DESIGNATION
   
REMITTANCE RATE
      
PRINCIPAL BALANCE

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

LB
              
Variable (*)
         
$ 33,954,000

LC
              
Variable (*)
         
$ 11,984,000

LD-A
            
Variable (*)
         
$
  
1,337,000

LD-B
            
Variable (*)
         
$ 22,631,000

LE-A
            
Variable (*)
         
$
  
4,835,000

LE-B
            
Variable (*)
         
$
  
6,382,000

LE-C
            
Variable (*)
         
$
  
4,762,000

LF-A
            
Variable (*)
         
$
  
6,416,000

LF-B
            
Variable (*)
         
$
  
7,738,000

LF-C
            
Variable (*)
    
     
$
  
1,824,000

LG-A
            
Variable (*)
         
$
  
1,930,000

LG-B
            
Variable (*)
         
$ 10,734,000

LG-C
            
Variable (*)
         
$
  
3,315,000

LH-A
            
Variable (*)
         
$ 10,613,000

LH-B
            
Variable (*)
         
$
  
9,360,000

LJ-A
            
Variable (*)
         
$
  
4,723,000

LJ-B
            
Variable (*)
         
$
  
1,269,000

LK
              
Variable (*)
         
$
  
5,992,000

LL-A
            
Variable (*)
         
$
  
6,099,000

LL-B
            
Variable (*)
         
$
  
1,890,000

LM
              
Variable (*)
         
$
  
3,995,000

LN
              
Variable (*)
         
$
  
3,995,000

LO
              
Variable (*)
         
$
  
3,994,000

LP
              
Variable (*)
         
$ 21,971,327

     
As provided herein, the Trustee will elect to treat the segregated
pool of

assets consisting of the REMIC II Regular Interests as a REMIC for
federal

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

"REMIC III." The Class R-III Certificates will represent the sole
class of

"residual interests" in REMIC III for purposes of the REMIC
Provisions under

federal income tax law. The following table irrevocably sets forth
the

designation, the Pass-Through Rate and initial Class Principal
Balance for each

of the Classes of REMIC III Regular Certificates. Determined solely
for purposes

of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest

possible maturity date" for each Class of REMIC III Regular
Certificates shall

be the first Distribution Date that is at least two years after the
end of the

remaining amortization schedule of the Mortgage Loan that has, as
of the Closing

Date, the longest remaining amortization schedule, irrespective of
its scheduled

maturity.

                                       
4

     
            
CERTIFICATE
        
INITIAL CLASS

DESIGNATION
   
PASS-THROUGH RATE
   
PRINCIPAL BALANCE

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

Class A-1
         
4.2080%(1)
         
$ 61,200,000

Class A-1A
        
4.6150%(1)
         
$344,507,000

Class A-2
         
4.4710%(1)
         
$300,000,000

Class A-3
         
4.5380%(1)
         
$187,300,000

Class A-4
         
4.6190%(1)
         
$ 68,100,000

Class A-5
         
4.6970%(1)
         
$157,393,000

Class A-M
         
4.7540%(1)
         
$159,785,000

Class A-J
    
     
4.8060%(1)
         
$127,829,000

Class B
           
4.9360%(1)
         
$ 33,954,000

Class C
           
4.9880%(2)
         
$ 11,984,000

Class D
           
5.0570%(2)
         
$ 23,968,000

Class E
           
5.1550%(2)
         
$ 15,979,000

Class F
           
4.8400%(2)
         
$ 15,978,000

Class G
           
4.9170%(2)
         
$ 15,979,000

Class H
           
5.2680%(3)
         
$ 19,973,000

Class J
           
4.4750%(2)
         
$
  
5,992,000

Class K
           
4.4750%(2)
         
$
  
5,992,000

Class L
           
4.4750%(2)
         
$
  
7,989,000

Class M
           
4.4750%(2)
         
$
  
3,995,000

Class N
           
4.4750%(2)
         
$
  
3,995,000

Class O
           
4.4750%(2)
         
$
  
3,994,000

Class P
           
4.4750%(2)
         
$ 21,971,327

----------

(1)
  
The Pass-Through Rate is a fixed rate.

(2)
  
Initial Pass-Through Rate. The Pass-Through Rate is the lesser of
the

     
specified fixed rate and the Weighted Average Net Mortgage Rate.

(3)
  
Approximate initial Pass-Through Rate. The Pass-Through Rate is the

     
Weighted Average Net Mortgage Rate.

                                       
5

Class X-1
            
0.0958%(4)
              
N/A(5)

Class X-2
            
0.7780%(4)
              
N/A(6)

     
Each Class X Component that corresponds to both the Class X-1
Certificates

and the Class X-2 Certificates is comprised of two uncertificated
REMIC III

Regular Interests, each of which is hereby designated as a "regular
interest"

therein and entitled to distributions of interest, subject to the
terms and

conditions hereof, in an amount based upon the related Component
Class X-1 Strip

Rate or Component Class X-2 Strip Rate, as applicable, and the
Uncertificated

Principal Balance of the related REMIC II Regular Interest (as
specified in the

chart under the definition of "REMIC II Regular Interest")
outstanding from time

to time.

     
As provided herein, the Trustee shall take all actions necessary to
ensure

that the portion of the Trust Fund consisting of the Grantor Trust
Q Assets

maintains its status as a "grantor trust" under federal income tax
law and not

be treated as part of REMIC I, REMIC II or REMIC III. The Class Q
Certificates

evidence solely undivided beneficial interests in the Excess
Interest, if any,

comprising the Grantor Trust Q Assets in the Grantor Trust Q.

   
  
As provided herein, the Trustee shall take all actions necessary to
ensure

that the portion of the Trust Fund consisting of the Grantor Trust
W Assets

maintains its status as a "grantor trust" under federal income tax
law and not

be treated as part of REMIC I, REMIC II or REMIC III. The Class W
Certificates

evidence solely undivided beneficial interests in the Windsor
Hospitality

Portfolio Loan Exit Fees, if any, comprising the Grantor Trust W
Assets in the

Grantor Trust W.

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 1 on the Mortgage Loan Schedule (the "General Motors
Building Mortgage

Loan"), also secures five (5) separate pari passu mortgage loans to
the same

Mortgagor (each a "General Motors Building Companion Loan" and,
together with

the General Motors Building Mortgage Loan, the "General Motors
Building A Loan")

and one (1) additional mortgage note (the "General Motors Building
B Note") that

is subordinate to the General Motors Building Mortgage Loan and the
General

Motors Building Companion Loans. The General Motors Building
Mortgage Loan, the

General Motors Building Companion Loans and the General Motors
Building B Note

are

----------

(4)
  
Approximate initial Pass-Through Rate. The Pass-Through Rate for
each of

     
the Class X-1 and Class X-2 Certificates is as described herein.

(5)
  
The Class X-1 Certificates will not have a Certificate Principal
Balance

     
and will not be entitled to any distribution of principal. The
Class X-1

     
Certificates will have an original Class X-1 Notional Amount of

     
$1,597,857,327.

(6)
  
The Class X-2 Certificates will not have a Certificate Principal
Balance

     
and will not be entitled to any distribution of principal. The
Class X-2

     
Certificates will have an original Class X-2 Notional Amount of

     
$1,490,771,000.

                                       
6

collectively referred to herein as the "General Motors Building
Whole Loan" and

will be serviced pursuant to the COMM 2005-LP5 Pooling and
Servicing Agreement,

the General Motors Building Intercreditor Agreement and the General
Motors

Building Agreement Among Noteholders.

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 2 on the Mortgage Loan Schedule (the "125 West 55th Street
Mortgage

Loan"), also secures two (2) separate pari passu mortgage loans to
the same

Mortgagor (each a "125 West 55th Street Companion Loan"). The 125
West 55th

Street Mortgage Loan and the 125 West 55th Street Companion Loans
are

collectively referred to herein as the "125 West 55th Street Whole
Loan" and

will be serviced pursuant to the GE 2005-C2 Pooling and Servicing
Agreement and

the 125 West 55th Street Intercreditor Agreement.

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 14 on the Mortgage Loan Schedule (the "Loews Miami Beach
Mortgage Loan"),

also secures two (2) separate pari passu mortgage loans to the same
Mortgagor

(each a "Loews Miami Beach Companion Loan"). The Loews Miami Beach
Mortgage Loan

and the Loews Miami Beach Companion Loans are collectively referred
to herein as

the "Loews Miami Beach Whole Loan" and will be serviced pursuant to
the COMM

2005-LP5 Pooling and Servicing Agreement and the Loews Miami Beach
Intercreditor

Agreement.

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 15 on the Mortgage Loan Schedule (the "Wellpoint Office
Tower Mortgage

Loan"), also secures two (2) separate pari passu mortgage loans to
the same

Mortgagor (each a "Wellpoint Office Tower Companion Loan"). The
Wellpoint Office

Tower Mortgage Loan and the Wellpoint Office Tower Companion Loans
are

collectively referred to herein as the "Wellpoint Office Tower
Whole Loan" and

will be serviced pursuant to the COMM 2005-LP5 Pooling and
Servicing Agreement

and the Wellpoint Office Tower Intercreditor Agreement.

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 4 on the Mortgage Loan Schedule (the "Windsor Hospitality
Portfolio

Mortgage Loan"), also secures two (2) additional mortgage notes
(collectively,

the "Windsor Hospitality Portfolio B Notes") that are subordinate
to the Windsor

Hospitality Portfolio Mortgage Loan. The Windsor Hospitality
Portfolio Mortgage

Loan and the Windsor Hospitality Portfolio B Notes are collectively
referred to

herein as the "Windsor Hospitality Portfolio Whole Loan".

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 20 on the Mortgage Loan Schedule (the "San Marcos Apartments
Mortgage

Loan"), also secures one (1) additional mortgage note (the "San
Marcos

Apartments B Note") that is subordinate to the San Marcos
Apartments Mortgage

Loan. The San Marcos Apartments Mortgage Loan and the San Marcos
Apartments B

Note are collectively referred to herein as the "San Marcos
Apartments Whole

Loan".

     
The Mortgaged Property that secures the Mortgage Loan identified by
control

number 24 on the Mortgage Loan Schedule (the "College Station
Apartments

Mortgage Loan"), also secures one (1) additional mortgage note (the
"College

Station Apartments B Note") that is subordinate to the College
Station

Apartments Mortgage Loan. The College Station Apartments Mortgage

                                       
7

Loan and the College Station Apartments B Note are collectively
referred to

herein as the "College Station Apartments Whole Loan".

     
As and to the extent provided herein, the Windsor Hospitality
Portfolio

Whole Loan, the San Marcos Apartments Whole Loan and the College
Station Whole

Loan (collectively, the "Serviced Whole Loans") will be serviced
and

administered in accordance with this Agreement and the related
Intercreditor

Agreement. Accordingly, the Windsor Hospitality Portfolio B Notes,
the San

Marcos Apartments B Note and the College Station Apartments B Note

(collectively, the "Serviced B Notes") will be serviced and
administered in

accordance with this Agreement and the related Intercreditor
Agreement. Amounts

attributable to the Serviced B Notes will not be assets of the
Trust Fund, REMIC

I, REMIC II or REMIC III and will be beneficially owned by the
applicable holder

of such Serviced B Note.

     
Capitalized terms used in this Preliminary Statement are defined in
Article

I hereof.

     
In consideration of the mutual agreements herein contained, the
Depositor,

the Master Servicer, the Serviced Whole Loan Paying Agent, the
Special Servicer,

the Trustee and the Fiscal Agent agree as follows:

                                    
ARTICLE I

                                  
 
DEFINITIONS

     
Section 1.01 Defined Terms.

     
Whenever used in this Agreement, including in the Preliminary
Statement,

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

have the meanings specified in this Article.

     
"125 West 55th Street Companion Loan": As defined in the
Preliminary

Statement.

     
"125 West 55th Street Companion Loan Holder": Any holder of a 125
West 55th

Street Companion Loan.

     
"125 West 55th Street Intercreditor Agreement": With respect to the
125

West 55th Street Whole Loan, that certain intercreditor agreement
dated as of

May 25, 2005, among the initial holders of the 125 West 55th Street
Mortgage

Loan and the 125 West 55th Street Companion Loans, as amended from
time to time

in accordance with its terms.

     
"125 West 55th Street Mortgage Loan": As defined in the Preliminary

Statement.

     
"125 West 55th Street Nonrecoverable Servicing Advance": Any

"Nonrecoverable Servicing Advance" (as defined in the GE 2005-C2
Pooling and

Servicing Agreement) made with respect to the 125 West 55th Street
Mortgage Loan

pursuant to and in accordance with the GE 2005-C2 Pooling and
Servicing

Agreement.

     
"125 West 55th Street Rights": As defined in Section 3.25(i).

                                  
     
8

     
"125 West 55th Street Service Providers": With respect to the 125
West 55th

Street Mortgage Loan, the GE 2005-C2 Trustee, GE 2005-C2 Master
Servicer, GE

2005-C2 Special Servicer and any other Person that makes principal
and/or

interest advances in respect of such Mortgage Loan pursuant to the
GE 2005-C2

Pooling and Servicing Agreement. For the sake of clarity, none of
the Master

Servicer, the Special Servicer, the Trustee or the Fiscal Agent
acting in their

capacities hereunder shall be deemed a 125 West 55th Street
Servicer Provider.

     
"125 West 55th Street Significant Servicing Matters": As defined in
Section

3.25(i).

     
"125 West 55th Street Whole Loan": As defined in the Preliminary
Statement.

     
"Accrued Certificate Interest": With respect to any Class of REMIC
III

Regular Certificates (other than the Class X Certificates) for any
Distribution

Date, one month's interest (calculated on the basis of a 360-day
year consisting

of twelve 30-day months) at the Pass-Through Rate applicable to
such Class of

Certificates for such Distribution Date, accrued on the Class
Principal Balance

of such Class of Certificates outstanding immediately prior to such
Distribution

Date. With respect to the Class X-1 and Class X-2 Certificates for
any

Distribution Date, one month's interest (calculated on the basis of
a 360-day

year consisting of twelve 30-day months) at the Class X-1
Pass-Through Rate or

the Class X-2 Pass Through Rate, as applicable, for such
Distribution Date,

accrued on the Class X-1 Notional Amount or the Class X-2 Notional
Amount, as

applicable, outstanding immediately prior to such Distribution
Date.

     
"Acquisition Date": With respect to any REO Property, the first day
on

which such REO Property is considered to be acquired by the Trust
Fund within

the meaning of Treasury Regulation Section 1.856-6(b)(1), which is
the first day

on which the Trust Fund is treated as the owner of such REO
Property for federal

income tax purposes.

     
"Additional Information": As defined in Section 4.02(a).

     
"Additional Trust Fund Expense": Any unanticipated expense within
the

meaning of Treasury Regulation Section 1.860G-1(b)(3)(iii)
experienced with

respect to the Trust Fund and not otherwise included in the
calculation of a

Realized Loss, that would result in the REMIC III Regular
Certificateholders'

receiving less than the full amount of principal and/or interest to
which they

are entitled on any Distribution Date.

     
"Advance": Any Delinquency Advance or Servicing Advance.

     
"Advance Interest": Interest accrued on any Advance at the
Reimbursement

Rate and payable to the Master Servicer, the Special Servicer, the
Trustee, or

the Fiscal Agent as the case may be, all in accordance with Section
3.11(f) or

Section 4.03(e), as applicable.

     
"Advance Interest Reconciliation Report": A report prepared by the
Master

Servicer, detailing and reconciling on a loan by loan basis, all
Delinquency

Advances, all Servicing Advances, all additional trust fund
expenses, all

interest on Advances and all default charges, penalty charges, late
fees and

default interest collected.

     
"Adverse Grantor Trust Event": As defined in Section 10.03(e).

                                       
9

     
"Adverse REMIC Event": As defined in Section 10.01(f).

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

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

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

and supplements hereto.

     
"Anticipated Repayment Date": With respect to any ARD Loan, the
date upon

which such ARD Loan starts to accrue interest at its Revised Rate.

     
"Applicable State Law": For purposes of Article X, (a) the laws of
the

State and City of New York, (b) the laws of the states in which the
Corporate

Trust Office of the Trustee and the Primary Servicing Offices of
the Master

Servicer and the Special Servicer are located, (c) other state or
local law as

to which the Trustee as the REMIC administrator has actual
knowledge of

applicability and (d) such other state or local law whose
applicability shall

have been brought to the attention of the Trustee as REMIC
administrator by

either (i) an opinion of counsel delivered to it, or (ii) written
notice from

the appropriate taxing authority as to the applicability of such
state law.

     
"Appraisal": With respect to any Mortgaged Property or REO Property
as to

which an appraisal is required or permitted to be performed
pursuant to the

terms of this Agreement, either: (i) a narrative appraisal
complying with USPAP

conducted by a Qualified Appraiser; or (ii) in accordance with
Section 3.20(d),

a limited appraisal and a summary report of the "market value" of
the Mortgaged

Property conducted by the Special Servicer in the case of Required
Appraisal

Loans with respective Stated Principal Balances of $2,000,000 or
less as of the

date of such appraisal or such desktop estimation.

     
"Appraisal Reduction Amount": With respect to any Required
Appraisal Loan,

an amount (as calculated on the Determination Date immediately
succeeding the

date on which the most recent relevant Appraisal was obtained by
the Master

Servicer or the Special Servicer, as the case may be, pursuant to
this

Agreement) equal to the excess, if any, of (a) the sum of (i) the
Stated

Principal Balance of such Required Appraisal Loan (including, with
respect to

any Serviced Whole Loan, the Stated Principal Balances of the
applicable

Mortgage Loan and each related Serviced B Note), (ii) to the extent
not

previously advanced by or on behalf of the Master Servicer, the
Trustee or the

Fiscal Agent, all accrued and unpaid interest on such Required
Appraisal Loan

(including, with respect to any Serviced Whole Loan, all accrued
and unpaid

interest on the related Serviced B Note) through the most recent
Due Date

occurring on or prior to such Determination Date at a per annum
rate equal to

the related Mortgage Rate, (iii) all related unreimbursed Advances
made by or on

behalf of the Master Servicer, the Special Servicer, the Trustee or
the Fiscal

Agent in respect of such Required Appraisal Loan, together with all
unpaid

Advance Interest accrued on such Advances, and (iv) all currently
due but unpaid

real estate taxes and assessments, insurance premiums and, if
applicable, ground

rents in respect

                                       
10

of the related Mortgaged Property or REO Property, net of any
Escrow Payments,

letters of credit or other reserves held by the Master Servicer or
the Special

Servicer with respect to any such item, over (b) 90% of an amount
equal to (i)

(x) the Appraised Value of the related Mortgaged Property or REO
Property, as

applicable, as determined by such Appraisal referred to in the
parenthetical

above, minus any downward adjustment from time to time (as notified
to the

Master Servicer by the Special Servicer) which the Special Servicer
deems

prudent based upon its review of such Appraisal and any information
the Special

Servicer deems appropriate relating to the valuation of the related
Mortgaged

Property or REO Property in accordance with the Servicing Standard
(but without

implying any obligation to make such adjustments) and (y) all
escrows and

reserves in respect of such Required Appraisal Loan (other than
amounts

representing due and unpaid taxes, assessments, insurance premiums,
ground rents

and other amounts due and unpaid with respect to such Required
Appraisal Loan),

net of (ii) the amount of any liens on such property (not accounted
for in

clause (a)(iv) of this definition or taken into account in
determining such

Appraised Value) that are prior to the lien of the Required
Appraisal Loan.

Notwithstanding the foregoing, with respect to any Required
Appraisal Loan, if

an Appraisal is not obtained within 120 days following the earliest
of the dates

described in Section 3.20(d) (which, in the case of Section
3.20(d)(ii), shall

be the date of the occurrence of an uncured delinquency in Monthly
Payments),

then until such Appraisal is obtained the Appraisal Reduction
Amount will equal

25% of the Stated Principal Balance of the related Required
Appraisal Loan;

provided, upon receipt of an Appraisal, however, the Appraisal
Reduction Amount

for such Required Appraisal Loan will be recalculated in accordance
with this

definition without regard to this sentence. All Appraisal Reduction
Amounts

calculated with respect to any Serviced Whole Loan shall be
allocated first to

the applicable Serviced B Note (up to the full principal balance
thereof) and

then to the related Mortgage Loan.

     
"Appraised Value": As of any date of determination, the appraised
value of

a Mortgaged Property based upon the most recent Appraisal obtained
pursuant to

this Agreement.

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

Loan Schedule.

     
"Assignment of Leases": With respect to any Mortgaged Property, any

assignment of leases, rents, security deposits and profits or
similar instrument

executed by the Mortgagor, assigning to the mortgagee all of the
income, rents

and profits derived from the ownership, operation, leasing or
disposition of all

or a portion of such Mortgaged Property, in the form which was duly
executed,

acknowledged and delivered, as amended, modified, renewed or
extended through

the date hereof and from time to time hereafter.

     
"Assumed Monthly Payment": With respect to any Balloon Mortgage
Loan for

its Stated Maturity Date (provided that such Balloon Mortgage Loan
has not been

paid in full, and no other Liquidation Event has occurred in
respect thereof, on

or before the end of the Collection Period in which such Stated
Maturity Date

occurs (or in the case of a Late Due Date Mortgage Loan, before the
Master

Servicer Remittance Date occurring during the Collection Period in
which such

Stated Maturity Date occurs)) and for any subsequent Due Date
therefor as of

which such Balloon Mortgage Loan remains outstanding and part of
the Trust Fund

(or, in the case of a Late Due Date Mortgage Loan, for any
subsequent Due Date

therefor which follows in the same month a Master Servicer
Remittance Date as of

which such Mortgage Loan remains outstanding

                                       
11

and part of the Trust Fund), if no Monthly Payment (other than the
related

Balloon Payment) is due for such Due Date, the scheduled monthly
payment of

principal and/or interest deemed to be due in respect thereof for
the Stated

Maturity Date and each such subsequent Due Date equal to the
Monthly Payment

(exclusive of any Excess Interest) that would have been due in
respect of such

Balloon Mortgage Loan on such Due Date if it had been required to
continue to

accrue interest in accordance with its terms, and to pay principal
in accordance

with the amortization schedule (if any), in effect immediately
prior to, and

without regard to the occurrence of, its most recent scheduled
maturity date.

With respect to any REO Loan, for any Due Date therefor as of which
(or, in the

case of a Late Due Date Mortgage Loan, for any Due Date therefor
which follows

in the same month a Master Servicer Remittance Date as of which)
the related REO

Property remains part of the Trust Fund, the scheduled monthly
payment of

principal and/or interest deemed to be due in respect thereof on
such Due Date

equal to the Monthly Payment (or, in the case of a Balloon Mortgage
Loan

described in the preceding sentence of this definition, the Assumed
Monthly

Payment) exclusive of any Excess Interest that was due (or deemed
due) in

respect of the related Mortgage Loan for the last Due Date prior to
its becoming

an REO Loan.

     
"Available Distribution Amount": With respect to any Distribution
Date, an

amount equal to (a) the sum of (i) the aggregate amount relating to
the Trust

Fund on deposit in the Certificate Account and the Distribution
Account as of

the close of business on the related Determination Date, (ii) the
aggregate

amount of any Delinquency Advances made by the Master Servicer, the
Trustee or

the Fiscal Agent for such Distribution Date pursuant to Section
4.03, (iii) the

aggregate of any Compensating Interest Payments made by the Master
Servicer for

such Distribution Date pursuant to Section 3.20, (iv) in the case
of the Final

Distribution Date, the aggregate of any Liquidation Proceeds paid
by the Master

Servicer, the Majority Certificateholder of the Controlling Class,
the Special

Servicer or the Depositor in connection with a purchase of all the
Mortgage

Loans and any REO Properties pursuant to Section 9.01, (v) with
respect to the

Distribution Date occurring in March of each calendar year, the
Withheld Amounts

with respect to the Interest Reserve Loans deposited in the
Interest Reserve

Account by the Trustee in January and/or February of such calendar
year in

accordance with Section 3.04(e) and (vi) with respect to any Late
Due Date

Mortgage Loan having a Due Date on or prior to the Master Servicer
Remittance

Date in the same calendar month as such Distribution Date, the
Monthly Payment

(other than any Balloon Payment due on the Master Servicer
Remittance Date,

unless such Balloon Payment was received prior to such Master
Servicer

Remittance Date) received on or prior to such Due Date, net of (b)
the aggregate

portion of the amount described in clause (a) hereof that
represents one or more

of the following: (i) Monthly Payments (except those referred to in
clause

(a)(vi) above) paid by the Mortgagors that are due on a Due Date
following the

end of the related Collection Period, (ii) any amounts payable or
reimbursable

to any Person from the Certificate Account pursuant to clauses (ii)
through

(xvii), inclusive, of Section 3.05(a), (iii) any amounts payable or
reimbursable

to any Person from the Distribution Account pursuant to clauses
(ii) through

(vii), inclusive, of Section 3.05(b), (iv) Prepayment Premiums, any
Excess

Interest and any Windsor Portfolio Mortgage Loan Exit Fees and (v)
with respect

to the Distribution Date occurring in (A) January of each calendar
year that is

not a leap year and (B) February of each calendar year, the
Withheld Amounts

with respect to the Interest Reserve Loans deposited in the
Interest Reserve

Account by the Trustee with respect to such Distribution Date in
accordance with

Section 3.04(e). Notwithstanding the investment of funds held in
the Certificate

Account or the Distribution Account pursuant to Section 3.06, for

                                       
12

purposes of calculating the Available Distribution Amount, the
amounts so

invested shall be deemed to remain on deposit in such account.

     
"B Note": Each of the General Motors B Note, the Windsor
Hospitality

Portfolio B Note, the San Marcos B Note and the College Station B
Note.

     
"Balloon Mortgage Loan": Any Mortgage Loan or any Serviced B Note
that by

its original terms or by virtue of any modification entered into as
of the

Closing Date provides for an amortization schedule extending beyond
its Maturity

Date.

     
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date

of determination, the Monthly Payment payable on the Maturity Date
of such

Balloon Mortgage Loan.

     
"Balloon Payment Interest Excess": With respect to any Balloon
Mortgage

Loan (other than a Late Due Date Mortgage Loan or a Non-Serviced
Mortgage Loan)

as to which the Stated Maturity Date occurs in the same Collection
Period as the

prior Due Date for such Balloon Mortgage Loan, and as to which the
related

Balloon Payment is paid during such Collection Period after such
prior Due Date,

the amount of interest (net of related Servicing Fees and, if
applicable, Excess

Interest) accrued on such Balloon Mortgage Loan from such prior Due
Date to, but

not including, the date the related Balloon Payment is paid, to the
extent such

interest is actually paid by the related Mortgagor in connection
with the

payment of the related Balloon Payment on or before such Stated
Maturity Date.

     
"Balloon Payment Interest Shortfall": With respect to any Mortgage
Loan

that is a Balloon Mortgage Loan (other than a Late Due Date
Mortgage Loan or a

Non-Serviced Mortgage Loan) as to which the Stated Maturity Date
occurs after

the Determination Date in any calendar month, and as to which the
related

Balloon Payment was made during the Collection Period in which such
Stated

Maturity Date occurs, the amount of interest that would have
accrued on such

Balloon Mortgage Loan at the related Net Mortgage Rate from such
Stated Maturity

Date to but not including the date that (but for the occurrence of
such Stated

Maturity Date) would otherwise have been the next succeeding
scheduled Due Date,

to the extent not paid by the related Mortgagor. With respect to
any Late Due

Date Mortgage Loan that is a Balloon Mortgage Loan as to which the
related

Balloon Payment is paid during the Collection Period in which the
related Stated

Maturity Date occurs, the amount of interest that would have
accrued on such

Late Due Date Mortgage Loan at the related Net Mortgage Rate from
such Stated

Maturity Date to the date that (but for the occurrence of such
Stated Maturity

Date) would have been the Due Date in the next calendar month, to
the extent not

paid by the related Mortgagor.

     
"Bloomberg": As defined in Section 4.02(a).

     
"Book-Entry Certificate": Any Certificate registered in the name of
the

Depository or its nominee.

     
"Borrower Recoveries": With respect to any Mortgage Loan or
Serviced Whole

Loan, amounts other than Monthly Payments, Balloon Payments or Late
Collections

received from the related Mortgagor as reimbursement or recoveries
of

expenditures made by any of the Master Servicer, the Special
Servicer or the

Trustee, including repayment or reimbursement of any

                                       
13

Unliquidated Advance or of any Nonrecoverable Advance previously
reimbursed from

principal collections on the Mortgage Loans or Serviced Whole
Loans.

     
"Breach": As defined in Section 2.03(a).

     
"Business Day": Any day other than a Saturday, a Sunday or a day on
which

banking institutions in New York, New York, and the cities in which
the Primary

Servicing Offices of the Master Servicer and the Special Servicer
and the city

in which the Corporate Trust Office of the Trustee are located, are
authorized

or obligated by law or executive order to remain closed.

     
"Cash Collateral Account": With respect to any Mortgage Loan that
has a

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

Mortgage Loan, 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 each Mortgage
Loan Seller's

interest in the Mortgage Loans. 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

be taxed on all reinvestment income or gain thereon. To the extent
not otherwise

required to be paid to the applicable Mortgagor under the terms of
the related

Mortgage Loan, the Master Servicer shall be permitted to make
withdrawals

therefrom solely for deposit into the Certificate Account. To the
extent not

inconsistent with the terms of the related Mortgage Loan, each such
Cash

Collateral Account shall be an Eligible Account.

     
"Cash Collateral Account Agreement": With respect to any Mortgage
Loan, the

cash collateral account agreement, if any, between the originator
of such

Mortgage Loan and the related Mortgagor, pursuant to which the
related Cash

Collateral Account, if any, may have been established.

     
"CERCLA": The Comprehensive Environmental Response, Compensation
and

Liability Act of 1980, as amended.

     
"Certificate": Any one of the Depositor's Mortgage Pass-Through

Certificates, Series 2005-C1, as executed by the Trustee and
authenticated and

delivered hereunder by the Certificate Registrar.

     
"Certificate Account": The custodial account or accounts created
and

maintained pursuant to Section 3.04(a) in the name of the Master
Servicer, as

custodian for the Holders of the Certificates, and for the Master
Servicer, into

which the amounts set forth in Section 3.04(a) shall be deposited
directly. Any

such account or accounts shall be an Eligible Account.

     
"Certificate Factor": With respect to any Class of REMIC III
Regular

Certificates, as of any date of determination, a fraction,
expressed as a

decimal carried to eight places, the numerator of which is the then
related

Class Principal Balance or the Class Notional Amount, as the case
may be, and

the denominator of which is the related Initial Class Principal
Balance or the

Initial Class Notional Amount, as the case may be.

                                       
14

     
"Certificate Notional Amount": With respect to any Class X-1 or
Class X-2

Certificate, as of any date of determination, the then notional
principal amount

on which such Certificate accrues interest equal to the product of
(a) the

Percentage Interest evidenced by such Certificate, multiplied by
(b) the then

Class Notional Amount of the Class X-1 or Class X-2 Certificates,
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 outstanding
principal

amount 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 Class of Certificates to which such Certificate
belongs.

     
"Certificate Register" and "Certificate Registrar": The register
maintained

and registrar appointed pursuant to Section 5.02.

     
"Certificateholder" or "Holder": The Person in whose name a
Certificate is

registered in the Certificate Register, except that, solely for the
purposes of

giving any consent, approval or waiver pursuant to this Agreement,
any

Certificate registered in the name of the Master Servicer, the
Special Servicer,

the Trustee, the Depositor or any Affiliate of any of them shall be
deemed not

to be outstanding, and the Voting Rights to which it is entitled
shall not be

taken into account in determining whether the requisite percentage
of Voting

Rights necessary to effect any such consent, approval or waiver has
been

obtained, except as otherwise provided in Sections 7.04 and 11.01.
The Trustee

shall be entitled to request and rely upon a certificate of the
Master Servicer,

the Special Servicer or the Depositor 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 as of the related Record Date.

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

alphabetical and, if applicable, numerical class designation.

     
"Class A Certificates": The Class A-1 Certificates, Class A-1A

Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4

Certificates, Class A-5 Certificates, Class A-M Certificates and
Class A-J

Certificates.

     
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1"

designation on the face thereof, substantially in the form of
Exhibit A-1

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

                                       
15

     
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A"

designation on the face thereof, substantially in the form of
Exhibit A-2

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-2 Certificate": Any one of the Certificates with a "Class
A-2"

designation on the face thereof, substantially in the form of
Exhibit A-3

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3"

designation on the face thereof, substantially in the form of
Exhibit A-4

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-4 Certificate": Any one of the Certificates with a "Class
A-4"

designation on the face thereof, substantially in the form of
Exhibit A-5

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-5 Certificate": Any one of the Certificates with a "Class
A-5"

designation on the face thereof, substantially in the form of
Exhibit A-6

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-M Certificate": Any one of the Certificates with a "Class
A-M"

designation on the face thereof, substantially in the form of
Exhibit A-7

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class A-J Certificate": Any one of the Certificates with a "Class
A-J"

designation on the face thereof, substantially in the form of
Exhibit A-8

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class B Certificate": Any one of the Certificates with a "Class B"

designation on the face thereof, substantially in the form of
Exhibit A-9

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class C Certificate": Any one of the Certificates with a "Class C"

designation on the face thereof, substantially in the form of
Exhibit A-10

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class D Certificate": Any one of the Certificates with a "Class D"

designation on the face thereof, substantially in the form of
Exhibit A-11

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class E Certificate": Any one of the Certificates with a "Class E"

designation on the face thereof, substantially in the form of
Exhibit A-12

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class F Certificate": Any one of the Certificates with a "Class F"

designation on the face thereof, substantially in the form of
Exhibit A-13

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

                                       
16

     
"Class G Certificate": Any one of the Certificates with a "Class G"

designation on the face thereof, substantially in the form of
Exhibit A-14

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class H Certificate": Any one of the Certificates with a "Class H"

designation on the face thereof, substantially in the form of
Exhibit A-15

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class J Certificate": Any one of the Certificates with a "Class J"

designation on the face thereof, substantially in the form of
Exhibit A-16

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class K Certificate": Any one of the Certificates with a "Class K"

designation on the face thereof, substantially in the form of
Exhibit A-17

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class L Certificate": Any one of the Certificates with a "Class L"

designation on the face thereof, substantially in the form of
Exhibit A-18

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class LA-1-1 Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1-1 Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1-1 outstanding
from time to

time.

     
"Class LA-1-1 Component Rate": With respect to any Distribution
Date, the

amount, if any, by which the Weighted Average Net Mortgage Rate for
such

Distribution Date exceeds the Class A-1 Pass-Through Rate.

     
"Class LA-1-2 Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1-2 Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1-2 outstanding
from time to

time.

     
"Class LA-1-2 Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1-2 Component Class X-2 Strip Rate and the Class A-1
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1-2 Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2006 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

                                       
17

     
"Class LA-1-2 Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1-2 Component Class X-1 Strip Rate and the
Class LA-1-2

Component Class X-2 Strip Rate for such Distribution Date.

     
"Class LA-1A-1 Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-1 Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-1 outstanding
from time to

time.

     
"Class LA-1A-1 Component Rate": With respect to any Distribution
Date, the

amount, if any, by which the Weighted Average Net Mortgage Rate for
such

Distribution Date exceeds the Class A-1A Pass-Through Rate.

     
"Class LA-1A-2A Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2A Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2A outstanding
from time to

time.

     
"Class LA-1A-2A Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2A Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

  
   
"Class LA-1A-2A Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2006 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2A Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2A Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2A Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2B Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2B Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2B outstanding
from time to

time.

     
"Class LA-1A-2B Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2B Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

                                       
18

     
"Class LA-1A-2B Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2006
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2B Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2B Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2B Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2C Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2C Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2C outstanding
from time to

time.

     
"Class LA-1A-2C Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2C Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2C Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2007 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2C Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2C Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2C Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2D Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2D Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2D outstanding
from time to

time.

     
"Class LA-1A-2D Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2D Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2D Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2007
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such

                                       
19

Distribution Date exceeds (ii) the Class A-1A Pass-Through Rate for
such

Distribution Date and (b) any Distribution Date thereafter, zero.

     
"Class LA-1A-2D Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2D Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2D Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2E Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2E Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2E outstanding
from time to

time.

     
"Class LA-1A-2E Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2E Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2E Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2008 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2E Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2E Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2-2E Component Class X-2 Strip Rate for
such

Distribution Date.

     
"Class LA-1A-2F Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2F Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2F outstanding
from time to

time.

     
"Class LA-1A-2F Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2F Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2F Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2008
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

   
                                    
20

     
"Class LA-1A-2F Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2F Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2F Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2G Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2G Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2G outstanding
from time to

time.

     
"Class LA-1A-2G Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2G Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2G Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2009 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2G Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2G Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2G Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2H Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2H Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2H outstanding
from time to

time.

     
"Class LA-1A-2H Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2H Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2H Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2H Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2H Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2H Component Class X-2 Strip Rate for such
Distribution

Date.

                                       
21

     
"Class LA-1A-2I Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2I Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2I outstanding
from time to

time.

     
"Class LA-1A-2I Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2I Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2I Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2010 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2I Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2I Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2I Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2J Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2J Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2-2J
outstanding from time

to time.

     
"Class LA-1A-2J Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2J Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2J Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2010
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2J Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2J Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2J Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2K Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2K

                                       
22

Component Rate and the Uncertificated Principal Balance of REMIC II
Regular

Interest LA-1A-2-2K outstanding from time to time.

     
"Class LA-1A-2K Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2K Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2K Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the June 2011 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2K Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2K Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2K Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2L Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2L Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2L outstanding
from time to

time.

     
"Class LA-1A-2L Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2L Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2L Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2011
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2L Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2L Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2L Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-1A-2M Component": A non-certificated beneficial ownership

interest in REMIC III, designated as a "regular interest" therein
and entitled

to distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-1A-2M Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-1A-2M outstanding
from time to

time.

                                       
23

     
"Class LA-1A-2M Component Class X-1 Strip Rate": With respect to
any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-1A-2M Component Class X-2 Strip Rate and the Class A-1A
Pass-Through Rate for

such Distribution Date.

     
"Class LA-1A-2M Component Class X-2 Strip Rate": With respect to
(a) any

Distribution Date through and including the December 2011
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-1A Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-1A-2M Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-1A-2M Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-1A-2M Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-A Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-A Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-A outstanding
from time to

time.

     
"Class LA-2-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-A Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2006 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-2-A Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-A Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-A Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-B Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-B Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-B outstanding
from time to

time.

     
"Class LA-2-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-B Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

                                       
24

     
"Class LA-2-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2006
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-2-B Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-B Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-B Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-C Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-C Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-C outstanding
from time to

time.

     
"Class LA-2-C Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-C Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-C Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2007 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-2-C Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-C Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-C Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-D Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-D Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-D outstanding
from time to

time.

     
"Class LA-2-D Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-D Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-D Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2007
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in

                      
                 
25

Schedule III hereto or (y) the Weighted Average Net Mortgage Rate
for such

Distribution Date exceeds (ii) the Class A-2 Pass-Through Rate for
such

Distribution Date and (b) any Distribution Date thereafter, zero.

     
"Class LA-2-D Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-D Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-D Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-E Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-E Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-E outstanding
from time to

time.

     
"Class LA-2-E Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-E Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-E Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2008 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-2-E Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-E Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-E Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-F Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-F Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-F outstanding
from time to

time.

     
"Class LA-2-F Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-F Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-F Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2008
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

                                       
26

     
"Class LA-2-F Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-F Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-F Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-2-G Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-2-G Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-2-G outstanding
from time to

time.

     
"Class LA-2-G Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-2-G Component Class X-2 Strip Rate and the Class A-2
Pass-Through Rate for

such Distribution Date.

     
"Class LA-2-G Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2009 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-2 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-2-G Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-2-G Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-2-G Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-3-A Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-3-A Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-3-A outstanding
from time to

time.

     
"Class LA-3-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-3-A Component Class X-2 Strip Rate and the Class A-3
Pass-Through Rate for

such Distribution Date.

     
"Class LA-3-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2009 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-3 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-3-A Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-3-A Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-3-A Component Class X-2 Strip Rate for such
Distribution

Date.

                                       
27

     
"Class LA-3-B Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-3-B Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-3-B outstanding
from time to

time.

     
"Class LA-3-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-3-B Component Class X-2 Strip Rate and the Class A-3
Pass-Through Rate for

such Distribution Date.

     
"Class LA-3-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-3 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-3-B Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-3-B Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-3-B Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-4-A Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-4-A Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-4-A outstanding
from time to

time.

     
"Class LA-4-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-4-A Component Class X-2 Strip Rate and the Class A-4
Pass-Through Rate for

such Distribution Date.

     
"Class LA-4-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-4 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-4-A Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-4-A Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-4-A Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-4-B Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-4-B

                                       
28

Component Rate and the Uncertificated Principal Balance of REMIC II
Regular

Interest LA-4-B outstanding from time to time.

     
"Class LA-4-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-4-B Component Class X-2 Strip Rate and the Class A-4
Pass-Through Rate for

such Distribution Date.

     
"Class LA-4-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2010 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-4 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-4-B Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-4-B Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-4-B Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-5-A Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-5-A Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-5-A outstanding
from time to

time.

     
"Class LA-5-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-5-A Component Class X-2 Strip Rate and the Class A-5
Pass-Through Rate for

such Distribution Date.

     
"Class LA-5-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2010 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-5 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-5-A Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-5-A Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-5-A Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-5-B Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-5-B Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-5-B outstanding
from time to

time.

                                       
29

     
"Class LA-5-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-5-B Component Class X-2 Strip Rate and the Class A-5
Pass-Through Rate for

such Distribution Date.

     
"Class LA-5-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2010
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-5 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-5-B Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-5-B Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-5-B Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-5-C Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-5-C Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-5-C outstanding
from time to

time.

     
"Class LA-5-C Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-5-C Component Class X-2 Strip Rate and the Class A-5
Pass-Through Rate for

such Distribution Date.

     
"Class LA-5-C Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2011 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-5 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-5-C Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-5-C Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-5-C Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-5-D Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-5-D Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-5-D outstanding
from time to

time.

     
"Class LA-5-D Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution

                                       
30

Date exceeds (ii) the sum of the Class LA-5-D Component Class X-2
Strip Rate and

the Class A-5 Pass-Through Rate for such Distribution Date.

     
"Class LA-5-D Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2011
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-5 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-5-D Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-5-D Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-5-D Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-5-E Component": A non-certificated beneficial ownership
interest

in REMIC III, designated as a "regular interest" therein and
entitled to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-5-E Component Rate and the
Uncertificated

Principal Balance of REMIC II Regular Interest LA-5-E outstanding
from time to

time.

     
"Class LA-5-E Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class

LA-5-E Component Class X-2 Strip Rate and the Class A-5
Pass-Through Rate for

such Distribution Date.

     
"Class LA-5-E Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2012 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class A-5 Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LA-5-E Component Rate": With respect to any Distribution
Date, the

sum of the Class LA-5-E Component Class X-1 Strip Rate for such
Distribution

Date and the Class LA-5-E Component Class X-2 Strip Rate for such
Distribution

Date.

     
"Class LA-J Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-J Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LA-J outstanding from time to
time.

     
"Class LA-J Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LA-J

Component Class X-2 Strip Rate and the Class A-J Pass-Through Rate
for such

Distribution Date.

                                       
31

     
"Class LA-J Component Class X-2 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the lesser of
(x) the rate

per annum corresponding to such Distribution Date as set forth in
Schedule III

hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date

exceeds (ii) the Class A-J Pass-Through Rate for such Distribution
Date.

     
"Class LA-J Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LA-J Component Class
X-1 Strip

Rate for such Distribution Date and the Class LA-J Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LA-M Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LA-M Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LA-M outstanding from time to
time.

     
"Class LA-M Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LA-M

Component Class X-2 Strip Rate and the Class A-M Pass-Through Rate
for such

Distribution Date.

     
"Class LA-M Component Class X-2 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the lesser of
(x) the rate

per annum corresponding to such Distribution Date as set forth in
Schedule III

hereto or (y) the Weighted Average Net Mortgage Rate for such
Distribution Date

exceeds (ii) the Class A-M Pass-Through Rate for such Distribution
Date.

     
"Class LA-M Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LA-M Component Class
X-1 Strip

Rate for such Distribution Date and the Class LA-M Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LB Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LB Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LB outstanding from time to
time.

     
"Class LB Component Class X-1 Strip Rate": With respect to any
Distribution

Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate

for such Distribution Date exceeds (ii) the sum of the Class LB
Component Class

X-2 Strip Rate and the Class B Pass-Through Rate for such
Distribution Date.

     
"Class LB Component Class X-2 Strip Rate": With respect to any
Distribution

Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum

corresponding to such Distribution Date as set forth in Schedule
III hereto or

(y) the Weighted Average Net Mortgage Rate for such Distribution
Date exceeds

(ii) the Class B Pass-Through Rate for such Distribution Date.

                                       
32

     
"Class LB Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LB Component Class
X-1 Strip Rate

for such Distribution Date and the Class LB Component Class X-2
Strip Rate for

such Distribution Date.

     
"Class LC Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LC Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LC outstanding from time to
time.

     
"Class LC Component Class X-1 Strip Rate": With respect to any
Distribution

Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate

for such Distribution Date exceeds (ii) the sum of the Class LC
Component Class

X-2 Strip Rate and the Class C Pass-Through Rate for such
Distribution Date.

     
"Class LC Component Class X-2 Strip Rate": With respect to any
Distribution

Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum

corresponding to such Distribution Date as set forth in Schedule
III hereto or

(y) the Weighted Average Net Mortgage Rate for such Distribution
Date exceeds

(ii) the Class C Pass-Through Rate for such Distribution Date.

     
"Class LC Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LC Component Class
X-1 Strip Rate

for such Distribution Date and the Class LC Component Class X-2
Strip Rate for

such Distribution Date.

     
"Class LD-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LD-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LD-A outstanding from time to
time.

     
"Class LD-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LD-A

Component Class X-2 Strip Rate and the Class D Pass-Through Rate
for such

Distribution Date.

     
"Class LD-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2011
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class D Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LD-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LD-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LD-A Component Class
X-2 Strip

Rate for such Distribution Date.

                                       
33

     
"Class LD-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LD-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LD-B outstanding from time to
time.

     
"Class LD-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LD-B

Component Class X-2 Strip Rate and the Class D Pass-Through Rate
for such

Distribution Date.

     
"Class LD-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2012 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class D Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LD-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LD-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LD-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LE-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LE-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LE-A outstanding from time to
time.

     
"Class LE-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LE-A

Component Class X-2 Strip Rate and the Class E Pass-Through Rate
for such

Distribution Date.

     
"Class LE-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2010
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class E Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LE-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LE-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LE-A Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LE-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LE-B Component

                                       
34

Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LE-B

outstanding from time to time.

     
"Class LE-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LE-B

Component Class X-2 Strip Rate and the Class E Pass-Through Rate
for such

Distribution Date.

     
"Class LE-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2011 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class E Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LE-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LE-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LE-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LE-C Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LE-C Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LE-C outstanding from time to
time.

     
"Class LE-C Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LE-C

Component Class X-2 Strip Rate and the Class E Pass-Through Rate
for such

Distribution Date.

     
"Class LE-C Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2011
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class E Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LE-C Component Rate": With respect to any Distribution Date,
the sum

of the Class LE-C Component Class X-1 Strip Rate for such
Distribution Date and

the Class LE-C Component Class X-2 Strip Rate for such Distribution
Date.

     
"Class LF-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LF-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LF-A outstanding from time to
time.

                                       
35

     
"Class LF-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LF-A

Component Class X-2 Strip Rate and the Class F Pass-Through Rate
for such

Distribution Date.

     
"Class LF-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class F Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LF-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LF-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LF-A Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LF-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LF-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LF-B outstanding from time to
time.

     
"Class LF-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LF-B

Component Class X-2 Strip Rate and the Class F Pass-Through Rate
for such

Distribution Date.

     
"Class LF-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2010 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class F Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LF-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LF-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LF-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LF-C Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LF-C Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LF-C outstanding from time to
time.

     
"Class LF-C Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LF-C

Component Class X-2 Strip Rate and the Class F Pass-Through Rate
for such

Distribution Date.

                                       
36

     
"Class LF-C Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2010
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class F Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LF-C Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LF-C Component Class
X-1 Strip

Rate for such Distribution Date and the Class LF-C Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LG-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LG-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LG-A outstanding from time to
time.

     
"Class LG-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LG-A

Component Class X-2 Strip Rate and the Class G Pass-Through Rate
for such

Distribution Date.

     
"Class LG-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2008
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class G Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero

     
"Class LG-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LG-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LG-A Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LG-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LG-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LG-B outstanding from time to
time.

     
"Class LG-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LG-B

Component Class X-2 Strip Rate and the Class G Pass-Through Rate
for such

Distribution Date.

     
"Class LG-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date

                                       
37

exceeds (ii) the Class G Pass-Through Rate for such Distribution
Date and (b)

any Distribution Date thereafter, zero.

     
"Class LG-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LG-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LG-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LG-C Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LG-C Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LG-C outstanding from time to
time.

     
"Class LG-C Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LG-C

Component Class X-2 Strip Rate and the Class G Pass-Through Rate
for such

Distribution Date.

     
"Class LG-C Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2009
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class G Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LG-C Component Rate": With respect to any Distribution Date,
the sum

of the Class LG-C Component Class X-1 Strip Rate for such
Distribution Date and

the Class LG-C Component Class X-2 Strip Rate for such Distribution
Date.

     
"Class LH-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LH-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LH-A outstanding from time to
time.

     
"Class LH-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LH-A

Component Class X-2 Strip Rate and the Class H Pass-Through Rate
for such

Distribution Date.

     
"Class LH-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2008 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class H Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

                
                       
38

     
"Class LH-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LH-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LH-A Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LH-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LH-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LH-B outstanding from time to
time.

     
"Class LH-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LH-B

Component Class X-2 Strip Rate and the Class H Pass-Through Rate
for such

Distribution Date.

     
"Class LH-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2008
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class H Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LH-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LH-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LH-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LJ-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LJ-A Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LJ-A outstanding from time to
time.

     
"Class LJ-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LJ-A

Component Class X-2 Strip Rate and the Class J Pass-Through Rate
for such

Distribution Date.

     
"Class LJ-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2007
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class J Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LJ-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LJ-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LJ-A Component Class
X-2 Strip

Rate for such Distribution Date.

                                       
39

     
"Class LJ-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LJ-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LJ-B outstanding from time to
time.

     
"Class LJ-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LJ-B

Component Class X-2 Strip Rate and the Class J Pass-Through Rate
for such

Distribution Date.

     
"Class LJ-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2008 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class J Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LJ-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LJ-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LJ-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LK Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LK Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LK outstanding from time to
time.

     
"Class LK Component Class X-1 Strip Rate": With respect to any
Distribution

Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate

for such Distribution Date exceeds (ii) the sum of the Class LK
Component Class

X-2 Strip Rate and the Class K Pass-Through Rate for such
Distribution Date.

     
"Class LK Component Class X-2 Strip Rate": With respect to (a) any

Distribution Date through and including the December 2007
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class K Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LK Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LK Component Class
X-1 Strip Rate

for such Distribution Date and the Class LK Component Class X-2
Strip Rate for

such Distribution Date.

     
"Class LL-A Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LL-A Component

                                       
40

Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LL-A

outstanding from time to time.

     
"Class LL-A Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LL-A

Component Class X-2 Strip Rate and the Class L Pass-Through Rate
for such

Distribution Date.

     
"Class LL-A Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the June 2007 Distribution
Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class L Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LL-A Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LL-A Component Class
X-1 Strip

Rate for such Distribution Date and the Class LL-A Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LL-B Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LL-B Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LL-B outstanding from time to
time.

     
"Class LL-B Component Class X-1 Strip Rate": With respect to any

Distribution Date, the amount, if any, by which (i) the Weighted
Average Net

Mortgage Rate for such Distribution Date exceeds (ii) the sum of
the Class LL-A

Component Class X-2 Strip Rate and the Class L Pass-Through Rate
for such

Distribution Date.

     
"Class LL-B Component Class X-2 Strip Rate": With respect to (a)
any

Distribution Date through and including the December 2007
Distribution Date, the

amount, if any, by which (i) the lesser of (x) the rate per annum
corresponding

to such Distribution Date as set forth in Schedule III hereto or
(y) the

Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the

Class L Pass-Through Rate for such Distribution Date and (b) any
Distribution

Date thereafter, zero.

     
"Class LL-B Component Rate": With respect to any Distribution Date,
the

amount, if any, equal to the sum of the Class LL-B Component Class
X-1 Strip

Rate for such Distribution Date and the Class LL-B Component Class
X-2 Strip

Rate for such Distribution Date.

     
"Class LM Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LM Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LM outstanding from time to
time.

                                       
41

     
"Class LM Component Rate": With respect to any Distribution Date,
the

amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such

Distribution Date exceeds (ii) the Class M Pass-Through Rate for
such

Distribution Date.

     
"Class LN Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LN Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LN outstanding from time to
time.

     
"Class LN Component Rate": With respect to any Distribution Date,
the

amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such

Distribution Date exceeds (ii) the Class N Pass-Through Rate for
such

Distribution Date.

     
"Class LO Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LO Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LO outstanding from time to
time.

     
"Class LO Component Rate": With respect to any Distribution Date,
the

amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such

Distribution Date exceeds (ii) the Class O Pass-Through Rate for
such

Distribution Date.

     
"Class LP Component": A non-certificated beneficial ownership
interest in

REMIC III, designated as a "regular interest" therein and entitled
to

distributions of interest, subject to the terms and conditions
hereof, in an

amount based upon the Class LP Component Rate and the
Uncertificated Principal

Balance of REMIC II Regular Interest LP outstanding from time to
time.

     
"Class LP Component Rate": With respect to any Distribution Date,
the

amount, if any, by which (i) the Weighted Average Net Mortgage Rate
for such

Distribution Date exceeds (ii) the Class P Pass-Through Rate for
such

Distribution Date.

     
"Class M Certificate": Any one of the Certificates with a "Class M"

designation on the face thereof, substantially in the form of
Exhibit A-19

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class N Certificate": Any one of the Certificates with a "Class N"

designation on the face thereof, substantially in the form of
Exhibit A-20

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

     
"Class Notional Amount": The Class X-1 Notional Amount or the Class
X-2

Notional Amount, as applicable.

     
"Class O Certificate": Any one of the Certificates with a "Class O"

designation on the face thereof, substantially in the form of
Exhibit A-21

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

                                       
42

     
"Class P Certificate": Any one of the Certificates with a "Class P"

designation on the face thereof, substantially in the form of
Exhibit A-22

attached hereto, and evidencing a "regular interest" in REMIC III
for purposes

of the REMIC Provisions.

 
    
"Class Principal Balance": The aggregate principal amount of any
Class of

Principal Balance Certificates outstanding as of any date of
determination. On

each Distribution Date, the Class Principal Balance of each Class
of the

Principal Balance Certificates shall be reduced by the amount of
any

distributions of principal made thereon on such Distribution Date
pursuant to

Section 4.01(c) and, if and to the extent appropriate, shall be
further reduced

on such Distribution Date as provided in Section 4.04(c).

     
"Class Q Certificate": Any one of the Certificates with a "Class Q"

designation on the face thereof, substantially in the form of
Exhibit A-23

attached hereto, and evidencing solely undivided beneficial
interests in the

Excess Interest, if any, comprising the Grantor Trust Assets in the
Grantor

Trust Q.

     
"Class R-I Certificate": Any one of the Certificates with a "Class
R-I"

designation on the face thereof, substantially in the form of
Exhibit A-24

attached hereto, and evidencing the sole Class of "residual
interests" in REMIC

I for purposes of the REMIC Provisions.

     
"Class R-I Distribution Amount": With respect to any Distribution
Date, any

amounts available to be paid to the holders of the Class R-I
Certificates on

such date after all REMIC I Regular Interests have been paid in
full.

     
"Class R-II Certificate": Any one of the Certificates with a "Class
R-II"

designation on the face thereof, substantially in the form of
Exhibit A-25

attached hereto, and evidencing the sole Class of "residual
interests" in REMIC

II for purposes of the REMIC Provisions.

     
"Class R-II Distribution Amount": With respect to any Distribution
Date,

any amounts available to be paid to the holders of the Class R-II
Certificates

on such date after all REMIC II Regular Interests have been paid in
full.

     
"Class R-III Certificate": Any one of the Certificates with a
"Class R-III"

designation on the face thereof, substantially in the form of
Exhibit A-26

attached hereto, and evidencing the sole Class of "residual
interests" in REMIC

III for purposes of the REMIC Provisions.

     
"Class R-III Distribution Amount": With respect to any Distribution
Date,

any amounts available to be paid to the holders of the Class R-III
Certificates

on such date after all REMIC III for purposes of the REMIC
Provisions Regular

Certificates have been paid in full.

     
"Class W Certificate": Any one of the Certificates with a "Class W"

designation on the face thereof, substantially in the form of
Exhibit A-29,

evidencing solely undivided beneficial interests in the Windsor
Hospitality

Portfolio Mortgage Loan Exit Fees, if any, comprising the Grantor
Trust W Assets

in the Grantor Trust W.

     
"Class X Certificate": Any of the Class X-1 or the Class X-2
Certificates.

            
                           
43

     
"Class X-1 Certificate": Any one of the Certificates with a "Class
X-1"

designation on the face thereof, substantially in the form of
Exhibit A-25,

evidencing "regular interests" in REMIC III for purposes of the
REMIC

Provisions.

     
"Class X-2 Certificate": Any one of the Certificates with a "Class
X-2"

designation on the face thereof, substantially in the form of
Exhibit A-26,

evidencing "regular interests" in REMIC III for purposes of the
REMIC

Provisions.

     
"Class X Component": Any of the fifty-eight (58) components
constituting

"regular interests" in REMIC III for purposes of the REMIC
Provisions. Such

components are identified as Class LA-1-1, LA-1-2, LA-1A-1,
LA-1A-2A, LA-1A-2B,

LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F, LA-1A-2G, LA-1A-2H,
LA-1A-2I, LA-1A-2J,

LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B, LA-2-C, LA-2-D,
LA-2-E, LA-2-F,

LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C,
LA-5-D, LA-5-E,

LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LE-C, LF-A, LF-B, LF-C,
LG-A, LG-B,

LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A, LL-B, LM, LN, LO and LP
Components.

     
"Class X-1 Component": As to the Class X-1 Certificates, any one of
the

Class X Components applicable to such Class set forth under the
definition of

"REMIC II Regular Interests."

     
"Class X-1 Notional Amount": The aggregate notional principal
amount on

which the Class X-1 Certificates accrue interest from time to time
which, as of

any date of determination, is equal to the then aggregate
Uncertificated

Principal Balances of REMIC II Regular Interests LA-1-1, LA-1-2,
LA-LA-1A-1,

LA-1A-2A, LA-1A-2B, LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F,
LA-1A-2G, LA-1A-2H,

LA-1A-2I, LA-1A-2J, LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B,
LA-2-C,

LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B,
LA-5-A, LA-5-B,

LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B,
LE-C, LF-A,

LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A ,
LL-B, LM, LN,

LO, and LP Components.

    
 
"Class X-1 Pass-Through Rate": With respect to the Class X-1
Certificates,

     
(i) for the initial Distribution Date, 0.0958% per annum; and

     
(ii) for any Distribution Date thereafter, the per annum rate,
expressed as

a percentage, obtained by dividing (a) the sum of (I) the products
of (x) the

Uncertificated Principal Balance of each REMIC II Regular Interest
LA-1-1,

LA-1A-1, LM, LN, LO and LP immediately prior to such Distribution
Date and (y)

the related Component Rate for such Distribution Date and (II) the
products of

(x) the Uncertificated Principal Balance of each REMIC II Regular
Interest

LA-1-2, LA-1A-2A, LA-1A-2B, LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F,
LA-1A-2G,

LA-1A-2H, LA-1A-2I, LA-1A-2J, LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A,
LA-2-B,

LA-2-C, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A,
LA-4-B, LA-5-A,

LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B,
LE-A, LE-B,

LE-C, LF-A, LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B,
LK, LL-A ,

LL-B, LM, LN, LO, and LP prior to such Distribution Date and (y)
the related

Component Class X-1 Strip Rate by (b) the Class X-1 Notional
Amount.

                                       
44

     
"Class X-2 Component": As to the Class X-2 Certificates, any one of
the

Class X Components applicable to such Class set forth under the
definition of

"REMIC II Regular Interests."

     
"Class X-2 Notional Amount": means, the aggregate notional
principal amount

on which the Class X-2 Certificates accrue interest from time to
time which:

     
(i) as of any date of determination on or before the June 2006
Distribution

Date, is equal to the then aggregate Uncertificated Principal
Balances of REMIC

II Regular Interests LA-1-2, LA-1A-A, LA-1A-B, LA-1A-C, LA-1A-D,
LA-1A-E,

LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L,
LA-1A-M, LA-2-A,

LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B,
LA-4-A, LA-4-B,

LA-5-A, LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A,
LD-B, LE-A,

LE-B, LF-A, LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A,
LJ-B, LK, LL-A

and LL-B;

     
(ii) as of any date of determination after the June 2006
Distribution Date

and on or before the December 2006 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-B, LA-1A-C, LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H,
LA-1A-I, LA-1A-J,

LA-1A-K, LA-1A-L, LA-1A-M, LA-2-B, LA-2-C, LA-2-D, LA-2-E, LA-2-F,
LA-2-G,

LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C, LA-5-D,
LA-5-E, LA-M,

LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LF-A, LF-B, LF-C, LG-A, LG-B,
LG-C, LH-A,

LH-B, LH-C, LJ-A, LJ-B, LK, LL-A and LL-B;

     
(iii) as of any date of determination after the December 2006
Distribution

Date and on or before the June 2007 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-C, LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I,
LA-1A-J, LA-1A-K,

LA-1A-L, LA-1A-M, LA-2-C, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A,
LA-3-B,

LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J,
LB, LC,

LD-A, LD-B, LE-A, LE-B, LF-A, LF-B, LF-C, LG-A, LG-B, LG-C, LH-A,
LH-B, LH-C,

LJ-A, LJ-B, LK, LL-A and LL-B;

     
(iv) as of any date of determination after the June 2007
Distribution Date

and on or before the December 2007 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-D, LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J,
LA-1A-K, LA-1A-L,

LA-1A-M, LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A,
LA-4-B, LA-5-A,

LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B,
LE-A, LE-B,

LF-A, LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LH-C, LJ-A, LJ-B,
LK and LL-B;

     
(v) as of any date of determination after the December 2007
Distribution

Date and on or before the June 2008 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-E, LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K,
LA-1A-L, LA-1A-M,

LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A,
LA-5-B, LA-5-C,

LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LF-A,
LF-B, LF-C,

LG-A, LG-B, LG-C, LH-A, LH-B, LH-C and LJ-B;

                               
        
45

     
(vi) as of any date of determination after the June 2008
Distribution Date

and on or before the December 2008 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-F, LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L,
LA-1A-M, LA-2-F,

LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C,
LA-5-D, LA-5-E,

LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LF-A, LF-B, LF-C, LG-A,
LG-B, LG-C

and LH-B;

     
(vii) as of any date of determination after the December 2008
Distribution

Date and on or before the June 2009 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-G, LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M,
LA-2-G, LA-3-A,

LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C, LA-5-D, LA-5-E,
LA-M, LA-J, LB,

LC, LD-A, LD-B, LE-A, LE-B, LF-A, LF-B, LF-C, LG-B and LG-C;

     
(viii) as of any date of determination after the June 2009
Distribution

Date and on or before the December 2009 Distribution Date, is equal
to the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-H, LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, LA-3-B,
LA-4-A, LA-4-B,

LA-5-A, LA-5-B, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A,
LD-B, LE-A,

LE-B, LF-A, LF-B, LF-C and LG-C;

     
(ix) as of any date of determination after the December 2009
Distribution

Date and on or before the June 2010 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-I, LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, LA-4-B, LA-5-A,
LA-5-B, LA-5-C,

LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B and
LF-B;

     
(x) as of any date of determination after the June 2010
Distribution Date

and on or before the December 2010 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-J, LA-1A-K, LA-1A-L, LA-1A-M, LA-5-B, LA-5-C, LA-5-D, LA-5-E,
LA-M, LA-J,

LB, LC, LD-A, LD-B, LE-A, LE-B and LF-C;

     
(xi) as of any date of determination after the December 2010
Distribution

Date and on or before the June 2011 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-K, LA-1A-L, LA-1A-M, LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB,
LC, LD-A,

LD-B and LE-B;

     
(xii) as of any date of determination after the June 2011
Distribution Date

and on or before the December 2011 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-L, LA-1A-M, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B
and LE- C;

     
(xiii) as of any date of determination after the December 2011
Distribution

Date and on or before the June 2012 Distribution Date, is equal to
the then

aggregate Uncertificated Principal Balances of REMIC II Regular
Interests

LA-1A-M, LA-5-E, LA-M, LA-J, LB, LC and LD-B;

     
(xiv) with respect to any Distribution Date occurring after the

Distribution Date in June 2012, zero.

                                       
46

     
"Class X-2 Pass-Through Rate": With respect to the Class X-2
Certificates,

     
(i) for the initial Distribution Date, 0.7780% per annum;

     
(ii) for any Distribution Date after the initial Distribution Date
and on

or prior to the Junen 2012 Distribution Date, the per annum rate,
expressed as a

percentage, obtained by dividing (a) the sum of the products of (I)
the

Uncertificated Principal Balance of each REMIC Regular II Interest
LA-1-2,

LA-1A-2A, LA-1A-2B, LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F,
LA-1A-2G, LA-1A-2H,

LA-1A-2I, LA-1A-2J, LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B,
LA-2-C,

LA-2-D, LA-2-E, LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B,
LA-5-A, LA-5-B,

LA-5-C, LA-5-D, LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B,
LE-C, LF-A,

LF-B, LF-C, LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A and
LL-B

immediately prior to such Distribution Date and (II) the related
Component Class

X-2 Strip Rate for such Distribution Date by (b) the Class X-2
Notional Amount;

and

     
(iii) for any Distribution Date occurring after the June 2012
Distribution

Date, 0% per annum.

     
"Closing Date": June 16, 2005.

     
"CMSA": The Commercial Mortgage Securities Association, or any
association

or organization that is a successor thereto. If neither such
association nor any

successor remains in existence, "CMSA" shall be deemed to refer to
such other

association or organization as may exist whose principal membership
consists of

servicers, trustees, certificateholders, issuers, placement agents
and

underwriters generally involved in the commercial mortgage loan
securitization

industry, which is the principal such association or organization
in the

commercial mortgage loan securitization industry and whose
principal purpose is

the establishment of industry standards for reporting
transaction-specific

information relating to commercial mortgage pass-through
certificates and

commercial mortgage-backed bonds and the commercial mortgage loans
and

foreclosed properties underlying or backing them to investors
holding or owning

such certificates or bonds, and any successor to such other
association or

organization. If an organization or association described in one of
the

preceding sentences of this definition does not exist, "CMSA" shall
be deemed to

refer to such other association or organization as shall be
selected by the

Master Servicer and reasonably acceptable to the Trustee, the
Special Servicer

and the Majority Certificateholder of the Controlling Class.

     
"CMSA Advance Recovery Report": With respect to the one month
period

immediately prior to the related Determination Date, a report in
the form of

Exhibit K attached hereto, and, upon its adoption by the CMSA, such
other form

for the presentation of such information and containing such
additional

information as may from time to time be recommended by the CMSA for
commercial

mortgage securities transactions generally.

     
"CMSA Bond Level File": The data file substantially in the form of,
and

containing the information called for in, the downloadable form of
the "CMSA

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 securities transactions generally.

                                       
47

     
"CMSA Collateral Summary File": The data file substantially in the
form of,

and containing the information called for in, the downloadable form
of the "CMSA

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 securities transactions generally.

     
"CMSA Comparative Financial Status Report": The report
substantially in the

form of, and containing the information called for in, the
downloadable form of

the "Comparative Financial Status Report" available as of the
Closing Date on

the CMSA Website, or such other form for the presentation of such
information

and containing such additional information as may from time to time
be

recommended by the CMSA for commercial mortgage securities
transactions

generally.

     
"CMSA Delinquent Loan Status Report": The 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 securities transactions
generally.

     
"CMSA Financial File": The data file substantially in the form of,
and

containing the information called for in, the downloadable form of
the "CMSA

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 securities transactions generally.

     
"CMSA Historical Liquidation Report": The 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 securities transactions
generally.

     
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The

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 securities transactions generally.

     
"CMSA Loan Level Reserve/Letter of Credit Report": The report
substantially

in the form of, and containing the information called for in, the
downloadable

form of the "CMSA Loan Level Reserve/Letter of Credit 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 securities
transactions

generally.

                                       
48

     
"CMSA Loan Periodic Update File": The data file substantially in
the form

of, and containing the information called for in, the downloadable
form of the

"CMSA Loan Periodic Update File" available as of the Closing Date
on the CMSA

Website, or such other form for the presentation of such
information and

containing such additional information as may from time to time be
recommended

by the CMSA for commercial mortgage securities transactions
generally.

     
"CMSA Loan Setup File": The data file substantially in the form of,
and

containing the information called for in, the downloadable form of
the "CMSA

Loan Setup File" available as of the Closing Date on the CMSA
Website, or such

other form for the presentation of such information and containing
such

additional information as may from time to time be recommended by
the CMSA for

commercial mortgage securities transactions generally.

     
"CMSA NOI Adjustment Worksheet": The worksheet(s) substantially in
the form

of, and containing the information called for in, the downloadable
form of the

"Commercial NOI Adjustment Worksheet," "Multifamily NOI Adjustment
Worksheet,"

"Lodging NOI Adjustment Worksheet" and/or "Healthcare NOI
Adjustment Worksheet,"

as applicable, 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 securities transactions generally.

     
"CMSA Operating Statement Analysis Report": The report(s)
substantially in

the form of, and containing the information called for in, the
downloadable form

of the "Commercial Operating Statement Analysis Report,"
"Multifamily Operating

Statement Analysis Report," "Lodging Operating Statement Analysis
Report" and/or

"Healthcare Operating Statement Analysis Report," as applicable,
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 securities
transactions

generally.

     
"CMSA Property File": The data file substantially in the form of,
and

containing the information called for in, the downloadable form of
the "CMSA

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 securities transactions generally.

     
"CMSA Reconciliation of Funds Report": The report substantially in
the form

of, and containing the information called for in, the downloadable
form of the

"CMSA Reconciliation of Funds 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 securities transactions
generally.

     
"CMSA REO Status Report": The report substantially in the form of,
and

containing the information called for in, the downloadable form of
the "CMSA 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 securities transactions generally.

                                       
49

     
"CMSA Servicer Watch List": The report substantially in the form
of, and

containing the information called for in, the downloadable form of
the "Servicer

Watch List" available as of the Closing Date on the CMSA Website,
or such other

form for the presentation of such information and containing such
additional

information as may from time to time be recommended by the CMSA for
commercial

mortgage securities transactions generally.

     
"CMSA Special Servicer Loan File": The report substantially in the
form of,

and containing the information called for in, the downloadable form
of the "CMSA

Special Servicer Loan 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 securities transactions
generally.

     
"CMSA Website": The website of the CMSA located at "www.cmbs.org"
or such

other primary website as the CMSA may establish for dissemination
of its report

forms.

     
"Code": The Internal Revenue Code of 1986, as amended.

     
"Collection Period": With respect to any Distribution Date and any
Mortgage

Loan (other than a Late Due Date Mortgage Loan) or Serviced Whole
Loan, the

period commencing immediately following the prior such period (or,
in the case

of the initial Collection Period, commencing immediately following
the Cut-off

Date for such Mortgage Loan or Serviced Whole Loan) and ending on
and including

the related Determination Date. With respect to any Distribution
Date and any

Mortgage Loan that is a Late Due Date Mortgage Loan, the period
commencing

immediately following the prior such period (or, in the case of the
initial

Collection Period, commencing immediately following the Closing
Date) and ending

on and including the related Master Servicer Remittance Date.

     
"Collection Report": The monthly report to be prepared by the
Master

Servicer and delivered to the Trustee and the Depositor pursuant to
Section

4.02(b).

     
"College Station Apartments B Note": As defined in the Preliminary

Statement.

   
  
"College Station Apartments B Note Holder": Any holder of the
College

Station Apartments B Note.

     
"College Station Apartments B Note Service Providers": With respect
to the

College Station Apartments B Note, to the extent it has been
deposited into a

securitization trust, the related trustee, master servicer, special
servicer and

any other Person that makes principal and/or interest advances in
respect of

such mortgage loan pursuant to the related pooling and servicing
agreement. For

the sake of clarity, none of the Master Servicer, the Special
Servicer, the

Trustee or the Fiscal Agent acting in their capacities hereunder
(including with

respect to the College Station Apartments B Note) shall be deemed a
College

Station Apartments B Note Service Provider.

     
"College Station Apartments Change of Control Event": A College
Station

Apartments Change of Control Event shall exist if (I)(a)(1) the
initial

principal balance of the College Station Apartments B Note minus
(2) the sum of

(x) any payments of principal (whether as scheduled amortization,
Principal

Prepayments or otherwise) allocated to, and received on, the
College

                                       
50

Station Apartments B Note after the Cut-off Date, (y) any Appraisal
Reduction

Amounts for the College Station Apartments B Note and (z) any
realized losses

allocated to the College Station Apartments B Note, is less than
(b) 25% of (1)

the initial principal balance of the College Station Apartments B
Note minus (2)

any payments of principal (whether as scheduled amortization,
Principal

Prepayments or otherwise) allocated to, and received on, the
College Station

Apartments B Note after the Cut-off Date or (II) the College
Station Apartments

B Note Holder is a Mortgage Loan Borrower Related Party (as defined
under the

related Intercreditor Agreement). For purposes of determining
whether a College

Station Apartments Change of Control Event exists for the College
Station

Apartments Whole Loan, Appraisal Reduction Amounts for the College
Station

Apartments Whole Loan shall be allocated first to the College
Station Apartments

B Note (up to the full principal balance thereof), and then to the
College

Station Apartments Mortgage Loan (provided in each case any such
Appraisal

Reduction Amount shall not be allocated to the College Station
Apartments B Note

to the extent (but only to the extent) that the principal balance
of the College

Station Apartments B Note, net of such Appraisal Reduction Amounts,
would be

less than zero).

     
"College Station Apartments Co-Lender Agreement": With respect to
the

College Station Apartments Mortgage Loan and the College Station
Apartments B

Note, that certain agreement among noteholders, dated as of June
16, 2005, by

and between the initial holders of the College Station Apartments
Mortgage Loan

and the College Station Apartments B Note, as from time to time
amended.

     
"College Station Apartments Event of Default": An "Event of
Default" as

defined under the College Station Apartments Whole Loan documents.

     
"College Station Apartments Grace Period": As defined in Section
3.33(f).

     
"College Station Apartments Monetary Default": As defined in
Section

3.33(f).

     
"College Station Apartments Monetary Default Notice": As defined in
Section

3.33(f).

     
"College Station Apartments Mortgage Loan": As defined in the
Preliminary

Statement.

     
"College Station Apartments Operating Advisor": The College Station

Apartments B Note Holder or any third party operating advisor
appointed by the

College Station Apartments B Note Holder in accordance with Section
3.33(d).

     
"College Station Apartments Whole Loan": As defined in the
Preliminary

Statement.

     
"COMM 2005-LP5 Master Servicer": The "master servicer" under the
COMM

2005-LP5 Pooling and Servicing Agreement, which as of the date
hereof is GMAC

Commercial Mortgage Corporation.

     
"COMM 2005-LP5 Pooling and Servicing Agreement": The pooling and
servicing

agreement, dated as of April 1, 2005, among Deutsche Mortgage &
Asset Receiving

Corporation, as depositor, Midland Loan Services, Inc., as master
servicer, LNR

Partners, Inc. (formerly Lennar Partners, Inc.), as special
servicer, LaSalle

Bank National Association, as bond

                                       
51

administrator and paying agent, and Wells Fargo Bank, N.A., as
trustee, as from

time to time amended.

     
"COMM 2005-LP5 Special Servicer": The "special servicer" under the
COMM

2005-LP5 Pooling and Servicing Agreement, which as of the date
hereof is LNR

Partners, Inc. (formerly Lennar Partners, Inc.)

     
"COMM 2005-LP5 Trust": The trust fund formed under the COMM
2005-LP5

Pooling and Servicing Agreement.

     
"Commission": The Securities and Exchange Commission.

     
"Compensating Interest Payments": Any payment required to be made
by the

Master Servicer pursuant to Section 3.20(f) to cover Prepayment
Interest

Shortfalls and Extraordinary Prepayment Interest Shortfalls or
Section 3.20(e)

to cover Balloon Payment Interest Shortfalls.

     
"Component Class X-1 Strip Rate": As to each of the Class LA-1-2,
LA-1A-2A,

LA-1A-2B, LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F, LA-1A-2G,
LA-1A-2H, LA-1A-2I,

LA-1A-2J, LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B, LA-2-C,
LA-2-D, LA-2-E,

LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B,
LA-5-C, LA-5-D,

LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LE-C, LF-A,
LF-B, LF-C,

LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A and LL-B
Components, the

Class LA-1-2 Component Class X-1 Strip Rate, the Class LA-1A-2A
Component Class

X-1 Strip Rate, the Class LA-1A-2B Component Class X-1 Strip Rate,
the Class

LA-1A-2C Component Class X-1 Strip Rate, the Class LA-1A-2D
Component Class X-1

Strip Rate, the Class LA-1A-2E Component Class X-1 Strip Rate, the
Class

LA-1A-2F Component Class X-1 Strip Rate, the Class LA-1A-2G
Component Class X-1

Strip Rate, the Class LA-1A-2H Component Class X-1 Strip Rate, the
Class

LA-1A-2I Component Class X-1 Strip Rate, the Class LA-1A-2J
Component Class X-1

Strip Rate, the Class LA-1A-2K Component Class X-1 Strip Rate, the
Class

LA-1A-2L Component Class X-1 Strip Rate, the Class LA-2-A Component
Class X-1

Strip Rate, the Class LA-2-B Component Class X-1 Strip Rate, the
Class LA-2-C

Component Class X-1 Strip Rate, the Class LA-2-D Component Class
X-1 Strip Rate,

the Class LA-2-E Component Class X-1 Strip Rate, the Class LA-2-F
Component

Class X-1 Strip Rate, the Class LA-2-G Component Class X-1 Strip
Rate, the Class

LA-3-A Component Class X-1 Strip Rate, the Class LA-3-B Component
Class X-1

Strip Rate, the Class LA-4-A Component Class X-1 Strip Rate, the
Class LA-4-B

Component Class X-1 Strip Rate, the Class LA-5-A Component Class
X-1 Strip Rate,

the Class LA-5-B Component Class X-1 Strip Rate, the Class LA-5-C
Component

Class X-1 Strip Rate, the Class LA-5-D Component Class X-1 Strip
Rate, the Class

LA-5-E Component Class X-1 Strip Rate, the Class LA-M Component
Class X-1 Strip

Rate, the Class LA-J Component Class X-1 Strip Rate, the Class LB
Component

Class X-1 Strip Rate, the Class LC Component Class X-1 Strip Rate,
the Class

LD-A Component Class X-1 Strip Rate, the Class LD-B Component Class
X-1 Strip

Rate, the Class LE-A Component Class X-1 Strip Rate, the Class LE-B
Component

Class X-1 Strip Rate, the Class LE-C Component Class X-1 Strip
Rate, the Class

LF-A Component Class X-1 Strip Rate, the Class LF-B Component Class
X-1 Strip

Rate, the Class LF-C Component Class X-1 Strip Rate, the Class LG-A
Component

Class X-1 Strip Rate, the Class LG-B Component Class X-1 Strip
Rate, the Class

LG-C Component Class X-1 Strip Rate, the Class LH-A Component Class
X-1 Strip

Rate, the Class

                                       
52

LH-B Component Class X-1 Strip Rate, the Class LJ-A Component Class
X-1 Strip

Rate, the Class LJ-B Component Class X-1 Strip Rate, the Class LK
Component

Class X-1 Strip Rate, the Class LL-A Component Class X-1 Strip Rate
and the

Class LL-B Component Class X-1 Strip Rate, as applicable.

     
"Component Class X-2 Strip Rate": As to each of the Class LA-1-2,
LA-1A-2A,

LA-1A-2B, LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F, LA-1A-2G,
LA-1A-2H, LA-1A-2I,

LA-1A-2J, LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B, LA-2-C,
LA-2-D, LA-2-E,

LA-2-F, LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B,
LA-5-C, LA-5-D,

LA-5-E, LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LE-C, LF-A,
LF-B, LF-C,

LG-A, LG-B, LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A and LL-B
Components, the

Class LA-1-2 Component Class X-2 Strip Rate, the Class LA-1A-2A
Component Class

X-2 Strip Rate, the Class LA-1A-2B Component Class X-2 Strip Rate,
the Class

LA-1A-2C Component Class X-2 Strip Rate, the Class LA-1A-2D
Component Class X-2

Strip Rate, the Class LA-1A-2E Component Class X-2 Strip Rate, the
Class

LA-1A-2F Component Class X-2 Strip Rate, the Class LA-1A-2G
Component Class X-2

Strip Rate, the Class LA-1A-2H Component Class X-2 Strip Rate, the
Class

LA-1A-2I Component Class X-2 Strip Rate, the Class LA-1A-2J
Component Class X-2

Strip Rate, the Class LA-1A-2K Component Class X-2 Strip Rate, the
Class

LA-1A-2L Component Class X-2 Strip Rate, the Class LA-2-A Component
Class X-2

Strip Rate, the Class LA-2-B Component Class X-2 Strip Rate, the
Class LA-2-C

Component Class X-2 Strip Rate, the Class LA-2-D Component Class
X-2 Strip Rate,

the Class LA-2-E Component Class X-2 Strip Rate, the Class LA-2-F
Component

Class X-2 Strip Rate, the Class LA-2-G Component Class X-2 Strip
Rate, the Class

LA-3-A Component Class X-2 Strip Rate, the Class LA-3-B Component
Class X-2

Strip Rate, the Class LA-4-A Component Class X-2 Strip Rate, the
Class LA-4-B

Component Class X-2 Strip Rate, the Class LA-5-A Component Class
X-2 Strip Rate,

the Class LA-5-B Component Class X-2 Strip Rate, the Class LA-5-C
Component

Class X-2 Strip Rate, the Class LA-5-D Component Class X-2 Strip
Rate, the Class

LA-5-E Component Class X-2 Strip Rate, the Class LA-M Component
Class X-2 Strip

Rate, the Class LA-J Component Class X-2 Strip Rate, the Class LB
Component

Class X-2 Strip Rate, the Class LC Component Class X-2 Strip Rate,
the Class

LD-A Component Class X-2 Strip Rate, the Class LD-B Component Class
X-2 Strip

Rate, the Class LE-A Component Class X-2 Strip Rate, the Class LE-B
Component

Class X-2 Strip Rate, the Class LE-C Component Class X-2 Strip
Rate, the Class

LF-A Component Class X-2 Strip Rate, the Class LF-B Component Class
X-2 Strip

Rate, the Class LF-C Component Class X-2 Strip Rate, the Class LG-A
Component

Class X-2 Strip Rate, the Class LG-B Component Class X-2 Strip
Rate, the Class

LG-C Component Class X-2 Strip Rate, the Class LH-A Component Class
X-2 Strip

Rate, the Class LH-B Component Class X-2 Strip Rate, the Class LJ-A
Component

Class X-2 Strip Rate, the Class LJ-B Component Class X-2 Strip
Rate, the Class

LK Component Class X-2 Strip Rate, the Class LL-A Component Class
X-2 Strip Rate

and the Class LL-B Component Class X-2 Strip Rate, as applicable.

     
"Component Rate": As to each of the Class X Components, the rate
reflected

in the definition for such component herein.

     
"Controlling Class": As of any date of determination, the
outstanding Class

of Principal Balance Certificates with the lowest Payment Priority
(with the

Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4 and Class
A-5

Certificates being treated as a single class for this

                                       
53

purpose) that has a then outstanding Class Principal Balance at
least equal to

25% of the Initial Class Principal Balance thereof (or, if no Class
of Principal

Balance Certificates outstanding has a Class Principal Balance at
least equal to

25% of the Initial Class Principal Balance thereof, then the
"Controlling Class"

shall be the outstanding Class of Principal Balance Certificates
with the lowest

Payment Priority). Initially, the Controlling Class will consist of
the Class P

Certificates.

     
"Corporate Trust Office": The principal 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 135 South LaSalle Street,
Suite 1625,

Chicago, Illinois 60603, Attention: Global Securities and Trust
Services, GMAC

Mortgage Securities, Inc. Series 2005-C1.

     
"Corrected Mortgage Loan": Any Mortgage Loan (including each

Cross-Collateralized Mortgage Loan relating to such Mortgage Loan,
but excluding

the Non-Serviced Mortgage Loans) or any Serviced Whole Loan, as the
case may be,

that had been a Specially Serviced Mortgage Loan but has ceased to
be such in

accordance with the definition of "Specially Serviced Mortgage
Loan" (other than

by reason of a Liquidation Event occurring in respect of such
Mortgage Loan or

Serviced Whole Loan or a related Mortgaged Property becoming an REO
Property).

     
"CPR": An assumed constant rate of prepayment each month (which is
quoted

on a per annum basis) relative to the then outstanding principal
balance of a

pool of mortgage loans for the life of such mortgage loans.

     
"Credit Lease": With respect to a Credit Lease Loan, if any, the
lease

agreement between the Mortgagor as lessor and the Tenant as lessee
of the

related Mortgaged Property.

     
"Credit Lease Loan": Any Mortgage Loan that is identified as a
"Credit

Lease Loan" on the Mortgage Loan Schedule.

     
"Cross-Collateralized Mortgage Loans": Any two or more Mortgage
Loans

listed on the Mortgage Loan Schedule that are cross-collateralized
with each

other.

     
"Current Principal Distribution Amount": With respect to any
Distribution

Date and the Mortgage Loans, an amount equal to the aggregate of
the following

(without duplication and subject to adjustment in accordance with
Section

4.03(e)):

     
(i) the principal portions of all Monthly Payments (other than
Balloon

Payments) and any Assumed Monthly Payments due or deemed due, as
the case may

be, in respect of the Mortgage Loans and any related REO Loans for
their

respective Due Dates occurring during the same calendar month as
such

Distribution Date; plus

     
(ii) all Principal Prepayments received on the Mortgage Loans
during the

related Collection Period; plus

     
(iii) with respect to any Mortgage Loan that is a Balloon Mortgage
Loan as

to which the related Stated Maturity Date occurred or any ARD Loan
as to which

the related Anticipated

                                       
54

Repayment Date occurred, during or prior to the related Collection
Period, any

payment of principal (exclusive of any Principal Prepayment and any
amount

described in subsection (iv) below) that was made by or on behalf
of the related

Mortgagor during the related Collection Period, net of any portion
of such

payment that represents a recovery of the principal portion of any
Monthly

Payment (other than a Balloon Payment) due, or the principal
portion of any

Assumed Monthly Payment deemed due, in respect of such Mortgage
Loan on a Due

Date during or prior to the same calendar month as such
Distribution Date and

not previously recovered; plus

     
(iv) that portion of all Liquidation Proceeds (exclusive of any
Excess

Liquidation Proceeds) and Insurance Proceeds received on or in
respect of the

Mortgage Loans during the related Collection Period that were
identified and

applied by the Master Servicer as recoveries of principal thereof,
in each case

net of any Liquidation Expenses and any portion of such amounts
that represents

a recovery of the principal portion of any Monthly Payment (other
than a Balloon

Payment) due, or of the principal portion of any Assumed Monthly
Payment deemed

due, in respect of any such Mortgage Loan on a Due Date during or
prior to the

same calendar month as such Distribution Date and not previously
recovered; plus

     
(v) that portion of all Liquidation Proceeds (exclusive of any
Excess

Liquidation Proceeds), Insurance Proceeds and REO Revenues received
on or in

respect of any REO Properties during the related Collection Period
that were

identified and applied by the Master Servicer as recoveries of
principal of the

related REO Loans, in each case net of any Liquidation Expenses and
any portion

of such amounts that represents a recovery of the principal portion
of any

Monthly Payment (other than a Balloon Payment) due, or of the
principal portion

of any Assumed Monthly Payment deemed due, in respect of any such
REO Loan or

the related Mortgage Loan on a Due Date during or prior to same
calendar month

as such Distribution Date and not previously recovered.

     
"Current Ratings Report": With respect to any Credit Lease Loan, a
report

or reports, dated as of a date no earlier than three Business Days
prior to the

related Determination Date, setting forth: (i) the publicly
available corporate

credit rating of Standard & Poor's for the Tenant and any
Guarantor as of that

date, (ii) the publicly available corporate credit rating of
Standard & Poor's

for such Tenant or Guarantor included in the Current Ratings Report
for the

immediately preceding Determination Date (except for the first
Determination

Date), and (iii) whether such Tenant or Guarantor has been placed
on credit

watch by Standard & Poor's.

     
"Custodian": A Person who is at any time appointed by the Trustee
pursuant

to Section 8.11 as a document custodian for the Mortgage Files,
which Person

shall not be the Depositor, any Mortgage Loan Seller or an
Affiliate of any of

them. The Trustee shall act as the initial Custodian.

     
"Cut-off Date": With respect to any Mortgage Loan or Serviced B
Note, the

Due Date for such Mortgage Loan or Serviced B Note in June 2005.

     
"Cut-off Date Principal Balance": With respect to any Mortgage Loan
or

Serviced B Note, the outstanding principal balance of such Mortgage
Loan or

Serviced B Note as of the

                                       
55

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 Mortgage Loan
(or group

of Cross-Collateralized Mortgage Loans) or any Serviced Whole Loan,
for any

specified period, the debt service coverage ratio calculated in
accordance with

the applicable Servicer Report using the methodologies set forth in
Exhibit F.

     
"Default Interest": With respect to any Mortgage Loan (or related
REO Loan)

or any Serviced B Note, any amounts collected thereon, other than
interest at

the Revised Rate accrued on any ARD Loan after its Anticipated
Repayment Date,

late payment charges and Prepayment Premiums, that represent
penalty interest in

excess of interest on the principal balance of such Mortgage Loan
(or REO Loan)

and any related Serviced B Note, accrued at the related Mortgage
Rate.

     
"Defaulted Mortgage Loan": A Mortgage Loan or Serviced B Note that
is

delinquent in an amount equal to at least two Monthly Payments or
is delinquent

thirty days or more in respect of its Balloon Payment, if any, in
either case

such delinquency to be determined without giving effect to any
grace period

permitted by the related Mortgage or Mortgage Note or Serviced B
Note, as

applicable, and without regard to any acceleration of payments
under the related

Mortgage and Mortgage Note or Serviced B Note, as applicable.

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

     
"Defeasance Collateral": Noncallable government obligations of (or

non-callable obligations, fully guaranteed as to timely payment by)
the United

States of America, as are permitted under the terms of a Mortgage
Note or

related Mortgage Loan documents, but only if such obligations or
assets

constitute "government securities" under the defeasance rule of the
REMIC

Provisions.

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

Mortgage Loan Schedule and any related Serviced B Note.

     
"Defeasance Option": The right of a Mortgagor, pursuant to the
terms of the

related Mortgage Note or related Mortgage Loan documents, to obtain
a release of

any portion of the related Mortgaged Property from the lien of the
related

Mortgage upon the pledge to the Trustee of Defeasance Collateral.

     
"Definitive Certificate": As defined in Section 5.03(a).

     
"Deleted Mortgage Loan": A Mortgage Loan which is repurchased from
the

Trust pursuant to the terms hereof or as to which one or more
Qualifying

Substitute Mortgage Loans are substituted.

     
"Delinquency Advance": As to any Mortgage Loan or related REO Loan,
any

advance made by the Master Servicer, the Trustee or the Fiscal
Agent pursuant to

Section 4.03.

     
"Delinquency Advance Date": The Business Day preceding each
Distribution

Date.

                                       
56

     
"Depositor": GMAC Commercial Mortgage Securities, Inc. or its
successor in

interest.

     
"Depository": The Depository Trust Company, or any successor
Depository

hereafter named. The nominee of the initial Depository for purposes
of

registering those Certificates that are to be Book-Entry
Certificates is Cede &

Co. The Depository shall at all times be a "clearing corporation"
as defined in

Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a

"clearing agency" registered pursuant to the provisions of Section
17A of the

Exchange Act.

     
"Depository Participant": A broker, dealer, bank or other financial

institution or other Person for whom from time to time the
Depository effects

book-entry transfers and pledges of securities deposited with the
Depository.

     
"Determination Date": With respect to any Distribution Date, the
first day

of the month in which such Distribution Date occurs, or if such
first day is not

a Business Day, the Business Day immediately following.

     
"Directly Operate": With respect to any REO Property, the
furnishing or

rendering of services to the tenants thereof that are not (within
the meaning of

Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided
to tenants

in connection with the rental of space for occupancy, the
management or

operation of such REO Property, the holding of such REO Property
primarily for

sale to customers in the ordinary course of a trade or business,
the performance

of any construction work thereon or any use of such REO Property in
a trade or

business, in each case other than through an Independent
Contractor; provided,

however, that the Trustee (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 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 Code Section 162) or capital expenditures with
respect to such

REO Property.

     
"Discount Rate": With respect to each Mortgage Loan and each
Serviced B

Note, if applicable, as to which there has been a prepayment during
a Collection

Period and for which a Prepayment Premium is collected, either: (a)
with respect

to premiums, penalties or fees, the yield (compounded monthly) for
"This Week"

as reported by the Federal Reserve Board in Federal Reserve
Statistical Release

H.15(519) for the constant maturity treasury having a maturity
coterminous with

the Anticipated Repayment Date, in the case of an ARD Loan, or the
Maturity

Date, in the case of each other Mortgage Loan or Serviced B Note,
of such

Mortgage Loan or Serviced B Note as of the related Determination
Date. If there

is no Discount Rate for instruments having a maturity coterminous
with the

Maturity Date or Anticipated Repayment Date, as applicable, of the
applicable

Mortgage Loan or Serviced B Note, then the Discount Rate will be
equal to the

linear interpolation of the yields of the constant maturity
treasuries with

maturities next longer and shorter than such Maturity Date or
Anticipated

Repayment Date, as the case may be; or (b) with respect to yield
maintenance

charges, the rate specified in the related Mortgage Note.

     
"Discount Rate Fraction": With respect to the distribution of any

Prepayment Premium received with respect to any Mortgage Loan to
the Holders of

any Class of Principal Balance

                                       
57

Certificates on any Distribution Date, a fraction (not greater than
1.0 or less

than zero), (a) the numerator of which is equal to the excess, if
any, of (x)

the Pass-Through Rate for such Class of Certificates over (y) the
relevant

Discount Rate and (b) the denominator of which is equal to the
excess, if any,

of (x) the Mortgage Rate of the related Mortgage Loan over (y) the
relevant

Discount Rate.

     
"Distributable Certificate Interest": With respect to any Class of
REMIC

III Regular Certificates, for any Distribution Date, the Accrued
Certificate

Interest in respect of such Class of Certificates for such
Distribution Date,

reduced (to not less than zero) by that portion, if any, of the Net
Aggregate

Prepayment Interest Shortfall, if any, for such Distribution Date
allocated to

such Class of Certificates as set forth below. The Net Aggregate
Prepayment

Interest Shortfall, if any, for each Distribution Date shall be
allocated on

such Distribution Date among the REMIC III Regular Certificates,
pro rata, in

accordance with the respective amounts of Accrued Certificate
Interest for such

Classes of Certificates for such Distribution Date.

     
"Distribution Account": The segregated account(s) or subaccount(s)
created

and maintained by the Trustee pursuant to Section 3.04(b) in trust
for the

Certificateholders, which shall be entitled "LaSalle Bank National
Association,

as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage

Securities, Inc., Mortgage Pass Through Certificates, Series
2005-C1." Any such

account or subaccount shall be an Eligible Account.

     
"Distribution Date": The 10th day of any month, or if such 10th day
is not

a Business Day, the Business Day immediately following, commencing
in July 2005.

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

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

     
"Due Date": With respect to (i) any Mortgage Loan or Serviced B
Note on or

prior to its Maturity Date, the day of the month set forth in the
related

Mortgage Note on which each Monthly Payment thereon is scheduled to
be first

due; (ii) any Balloon Mortgage Loan after the Maturity Date
therefor, the day of

the month set forth in the related Mortgage Note on which each
Monthly Payment

on such Mortgage Loan or Serviced B Note had been scheduled to be
first due; and

(iii) any REO Loan, the day of the month set forth in the related
Mortgage Note

on which each Monthly Payment on the related Mortgage Loan or
Serviced B Note

had been scheduled to be first due.

     
"Eligible Account": An account or subaccount that is any of the
following:

(i) maintained with a depository institution or trust company whose
(A)

commercial paper, short-term unsecured debt obligations or other
short-term

deposits are rated at least (x) "A-1" by Standard & Poor's and
(y) "F-1" by

Fitch if the deposits are to be held in the account for 30 days or
less, or (B)

long-term unsecured debt obligations are rated at least (x) "AA-"
by Standard &

Poor's and (y) "AA-" by Fitch if the deposits are to be held in the
account more

than 30 days; (ii) maintained with PNC Bank, National Association
so long as

such bank's long term unsecured debt rating shall be at least "A"
from Standard

& Poor's (and such bank's deposit or short-term debt rating
shall be at least

"A-1" from Standard & Poor's) and "A+" from Fitch (if the
deposits are to be

held in the account for more than 30 days) or such bank's short
term deposit or

short

                                       
58

term unsecured debt rating shall be at least "A-1" from Standard
& Poor's and

"F-1" from Fitch (if the deposits are to be held in the account for
30 days or

less); (iii) a segregated trust account or accounts maintained with
the

corporate trust department of a federal- or state-chartered
depository

institution or trust company that, in either case, has a combined
capital and

surplus of at least $50,000,000 and has corporate trust powers,
acting in its

fiduciary capacity; provided that any such depository institution
or trust

company is subject to regulation regarding fiduciary funds
substantially similar

to Section 9.10(b) of Title 12 of the Code of Federal Regulations,
(iv) for so

long as GMAC Commercial Mortgage Corporation is acting as the
Master Servicer, a

segregated trust account or accounts maintained at Escrow Bank,
Midvale, Utah;

provided that Escrow Bank has corporate trust powers, is acting in
its fiduciary

capacity and is subject to a regulation regarding fiduciary funds
substantially

similar to Section 9.10(b) of Title 12 of the Code of Federal
Regulations; or

(v) an account or accounts of a depository institution acceptable
to each Rating

Agency, as evidenced by written confirmation from such Rating
Agency to the

effect that use of any such account as the Certificate Account or
the

Distribution Account would not result in the downgrade,
qualification or

withdrawal of the rating then assigned to any Class of
Certificates.

     
"Emergency Advance": Any Servicing Advance that must be made within
five

Business Days by the Master Servicer (at the direction of the
Special Servicer)

in order to avoid any material penalty, any material harm to a
Mortgaged

Property or any other material adverse consequence to the Trust
Fund.

     
"Environmental Assessment": A "Phase I assessment" conducted in
accordance

with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.

     
"Environmental Policy": The Secured Creditor Impaired Property
Policies

(Portfolio) issued by American International Group, Inc. with
respect to the

Mortgaged Properties listed on Schedule II.

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

     
"Escrow Payment": Any payment received by the Master Servicer or
the

Special Servicer for the account of any Mortgagor for application
toward the

payment of real estate taxes, assessments, insurance premiums,
ground rents (if

applicable) and similar items in respect of the related Mortgaged
Property.

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

     
"Excess Interest": With respect to each ARD Loan, if any, interest
accrued

on such Mortgage Loan and allocable to the Excess Rate and, except
to the extent

limited by applicable law, interest accrued at the Revised Rate on
any such

accrued interest that is unpaid. The Excess Interest is an asset of
the Trust

Fund which is a Grantor Trust Q Asset not held in REMIC I, REMIC II
or REMIC

III.

     
"Excess Liquidation Proceeds": With respect to any Mortgage Loan
(other

than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds of

that Mortgage Loan or related REO Property net of any related
Liquidation

Expenses and Unliquidated Advances, over (ii) the amount that would
have been

received if a Principal Prepayment in full had been made

                                       
59

with respect to such Mortgage Loan on the Due Date immediately
following the

date on which such proceeds were received.

     
"Excess Liquidation Proceeds Reserve Account": The segregated
account or

subaccount created and maintained by the Trustee pursuant to
Section 3.04(d) in

trust for the Certificateholders, which shall be entitled "LaSalle
Bank National

Association, as Trustee, in trust for the registered holders of
GMAC Commercial

Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series

2005-C1--Excess Liquidation Proceeds Reserve Account." Any such
account shall be

an Eligible Account.

     
"Excess Rate": With respect to each ARD Loan, if any, after the
related

Anticipated Repayment Date, the excess of (A) the applicable
Revised Rate over

(B) the applicable initial Mortgage Rate, each as set forth in the
Mortgage Loan

Schedule.

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

     
"Extraordinary Prepayment Interest Shortfall": With respect to any
Late Due

Date Mortgage Loan that was subject to a Principal Prepayment in
full or in part

(including, without limitation, an early Balloon Payment) during
any Collection

Period, which Principal Prepayment was applied to such Late Due
Date Mortgage

Loan prior to such Mortgage Loan's Due Date in the next succeeding
Collection

Period, the amount of interest that would have accrued at the
related Net

Mortgage Rate on the amount of such Principal Prepayment from the
date as of

which such Principal Prepayment was received to but not including
the Due Date

of such Mortgage Loan in the next succeeding Collection Period, to
the extent

not collected from the related Mortgagor (without regard to any
Prepayment

Premium or Excess Interest that may have been collected) and to the
extent that

any portion thereof does not represent a Balloon Payment Interest
Shortfall.

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

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

     
"Final Distribution Date": The final Distribution Date on which any

distributions are to be made on the Certificates as contemplated by
Section

9.01.

     
"Final Recovery Determination": A determination by the Special
Servicer

with respect to any Defaulted Mortgage Loan or REO Property (other
than a

Mortgage Loan or REO Property, as the case may be, that was
purchased by a

Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase

Agreement, pursuant to Section 3.18 or pursuant to Section 9.01)
that, in the

reasonable and good faith judgment of the Special Servicer, there
has been a

recovery of all Insurance Proceeds, Liquidation Proceeds and other
payments or

recoveries that, in the Special Servicer's judgment, exercised
without regard to

any obligation of the Master Servicer or the Special Servicer to
make payments

from its own funds pursuant to Section 3.07(b), will ultimately be
recoverable.

     
"Fiscal Agent": ABN AMRO Bank N.V., a banking organization
organized under

the laws of the Netherlands, its successor in interest, or any
successor fiscal

agent appointed as provided herein.

                                       
60

     
"Fiscal Agent Termination Event": As defined in Section 8.15.

     
"Fitch": Fitch, Inc. or its successor in interest. If no such
rating agency

nor any successor remains in existence, "Fitch" shall be deemed to
refer to such

other nationally recognized statistical rating agency or other
comparable Person

designated by the Depositor. Notice of such designation shall be
given to the

Trustee, the Master Servicer and the Special Servicer and specific
ratings of

Fitch, Inc. herein referenced shall be deemed to refer to the
equivalent ratings

of the party so designated.

     
"Fitch's Approval": As defined in Section 4.03(c).

     
"Fixed Rate Mortgage Loan": A Mortgage Loan as to which the related

Mortgage Note provides, as of the Closing Date, for a Mortgage Rate
that remains

fixed through the remaining term thereof (without regard to any
extension at the

Mortgagor's or the mortgagee's option under the terms of the
related Mortgage

Loan documents).

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

     
"Form 10-K Certification": A certification described in Section
8.14

hereof, substantially in the form of Exhibit M-1 attached hereto.

     
"GACC": German American Capital Corporation or its successor in
interest.

     
"GE 2005-C2 Master Servicer": The "master servicer" under the GE
2005-C2

Pooling and Servicing Agreement, which as of the date hereof is
GEMSA Loan

Services, L.P.

     
"GE 2005-C2 Pooling and Servicing Agreement": The Pooling and
Servicing

Agreement, dated as of May 1, 2005, among GE Commercial Mortgage
Corporation, as

depositor, GEMSA Loan Services, L.P., as master servicer, LNR
Partners, Inc., as

special servicer and Wells Fargo Bank, N.A., as trustee, as from
time to time

amended.

     
"GE 2005-C2 Special Servicer": The "special servicer" under the GE
2005-C2

Pooling and Servicing Agreement, which as of the date hereof is LNR
Partners,

Inc.

     
"GE 2005-C2 Trustee": The "trustee" under the GE 2005-C2 Pooling
and

Servicing Agreement, which as of the date hereof is Wells Fargo
Bank, N.A.

     
"General Motors Building Agreement Among Noteholders": With respect
to the

General Motors Building Whole Loan, that certain agreement among
noteholders

dated as of April 29, 2005, between the initial holder of the
General Motors

Building A Loan and the General Motors Building B Loan, as amended
from time to

time in accordance with its terms.

     
"General Motors Building A Loan": As defined in the Preliminary
Statement.

     
"General Motors Building B Note": As defined in the Preliminary
Statement.

     
"General Motors Building B Note Holder": Any holder of the General
Motors

Building B Note.

                                       
61

     
"General Motors Building Companion Loan": As defined in the
Preliminary

Statement.

     
"General Motors Building Companion Loan Holder": Any holder of a
General

Motors Building Companion Loan.

     
"General Motors Building Control Appraisal Event": As defined in
Section 1

of the General Motors Building Agreement Among Noteholders.

     
"General Motors Building Intercreditor Agreement": With respect to
the

General Motors Building A Loan, that certain intercreditor
agreement dated as of

April 29, 2005, among the initial holders of the General Motors
Building

Mortgage Loan and the General Motors Building Companion Loans, as
amended from

time to time in accordance with its terms.

     
"General Motors Building Mortgage Loan": As defined in the
Preliminary

Statement.

     
"General Motors Building Nonrecoverable Servicing Advance": Any

"Nonrecoverable Servicing Advance" (as defined in the COMM 2005-LP5
Pooling and

Servicing Agreement) made with respect to the General Motors
Building Mortgage

Loan pursuant to and in accordance with the COMM 2005-LP5 Pooling
and Servicing

Agreement.

     
"General Motors Building Rights": As defined in Section 3.25(h).

     
"General Motors Building Service Providers": With respect to the
General

Motors Building Mortgage Loan, the COMM 2005-LP5 Trustee, COMM
2005-LP5 Master

Servicer, COMM 2005-LP5 Special Servicer and any other Person that
makes

principal and/or interest advances in respect of such Mortgage Loan
pursuant to

the COMM 2005-LP5 Pooling and Servicing Agreement. For the sake of
clarity, none

of the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent

acting in their capacities hereunder shall be deemed a General
Motors Building

Servicer Provider.

     
"General Motors Building Significant Servicing Matters": As defined
in

Section 3.25(h).

     
"General Motors Building Whole Loan": As defined in the Preliminary

Statement.

     
"GMACCM": GMAC Commercial Mortgage Corporation or its successor in

interest.

     
"Grantor Trust": Each of the Grantor Trust Q and the Grantor Trust
W.

     
"Grantor Trust Provisions": Subpart E of Subchapter J and Section
7701 of

the Code, and final Treasury Regulations, published rulings,
notices and

announcements, promulgated thereunder, as the foregoing may be in
effect from

time to time.

     
"Grantor Trust Q": That certain "grantor trust" (within the meaning
of the

Grantor Trust Provisions), the assets of which include the Grantor
Trust Q

Assets.

     
"Grantor Trust Q Assets": Any Excess Interest.

                                       
62

     
"Grantor Trust W": That certain "grantor trust" (within the meaning
of the

Grantor Trust Provisions), the assets of which include the Grantor
Trust W

Assets.

     
"Grantor Trust W Assets": Any Windsor Hospitality Portfolio
Mortgage Loan

Exit Fees.

     
"Ground Lease": The ground lease pursuant to which any Mortgagor
holds a

leasehold interest in the related Mortgaged Property.

     
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan

Schedule as belonging to Loan Group 1.

     
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan

Schedule as belonging to Loan Group 2.

     
"Guarantor": The guarantor under any Guaranty with respect to any
Credit

Lease.

     
"Guaranty": With respect to any Credit Lease Loan, a guaranty
agreement

executed by an affiliate of the related Tenant that guarantees the
Tenant's

obligations under the related Credit Lease.

     
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,

chemicals, wastes, or substances, including, without limitation,
those so

identified pursuant to CERCLA or any other federal, state or local
environmental

related laws and regulations, and specifically including, without
limitation,

asbestos and asbestos-containing materials, polychlorinated
biphenyls ("PCBs"),

radon gas, petroleum and petroleum products, urea formaldehyde and
any

substances classified as being "in inventory," "usable work in
process" or

similar classification which would, if classified as unusable, be
included in

the foregoing definition.

     
"Independent": When used with respect to any specified Person, any
such

Person who (i) is in fact independent of the Depositor, each
Mortgage Loan

Seller, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal

Agent, the Majority Certificateholder of the Controlling Class, any
holder of a

B Note, any Non-Serviced Companion Loan Holder and any and all
Affiliates

thereof, (ii) does not have any direct financial interest in or any
material

indirect financial interest in any of the Depositor, any Mortgage
Loan Seller,

the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the

Majority Certificateholder of the Controlling Class, any holder of
a B Note, any

Non-Serviced Companion Loan Holder or any Affiliate thereof, and
(iii) is not

connected with the Depositor, the Master Servicer, any Mortgage
Loan Seller, the

Special Servicer, the Trustee, the Fiscal Agent, the Majority
Certificateholder

of the Controlling Class 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, the Master Servicer, the Special Servicer, the
Trustee, the

Fiscal Agent, the Majority Certificateholder of the Controlling
Class, any

holder of a B Note, any Non-Serviced Companion Loan Holder or any
Affiliate

thereof merely because such Person is the beneficial owner of 1% or
less of any

Class of securities issued by the Depositor, the Master Servicer or
any

Affiliate thereof, as the case may be.

     
"Independent Contractor": Any Person that would be an "independent

contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of

the Code if REMIC I were a real

                                       
63

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 percent or more of any Class of Certificates, or
such other

interest in any Class of Certificates as is set forth in an Opinion
of Counsel,

which shall be at no expense to the Trustee, the Trust Fund or any
holder of a B

Note, delivered to the Trustee), so long as REMIC I does not
receive or derive

any income from such Person; provided, that the relationship
between such Person

and REMIC I is at arm's length, all within the meaning of Treasury
Regulation

Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee of an

Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust

Fund, 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 (determined without regard to the
exception

applicable for purposes of Section 860D(a) of the Code), or cause
any income

realized in respect of such REO Property to fail to qualify as
Rents from Real

Property.

     
"Initial Class Principal Balance": With respect to any Class of
Principal

Balance Certificates, the initial Class Principal Balance thereof
as of the

Closing Date, in each case as set forth in the Preliminary
Statement.

     
"Initial Class Notional Amount": The Initial Class X-1 Notional
Amount or

the Initial Class X-2 Notional Amount, as applicable.

     
"Initial Class X-1 Notional Amount": With respect to the Class X-1

Certificates, the initial Class Notional Amount thereof as of the
Closing Date,

equal to $1,597,857,327.

     
"Initial Class X-2 Notional Amount": With respect to the Class X-2

Certificates, the initial Class Notional Amount thereof as of the
Closing Date,

equal to $1,490,771,000.

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

     
"Insurance Policy": With respect to any Mortgage Loan or any
Serviced Whole

Loan, any hazard insurance policy, flood insurance policy, title
policy, credit

lease enhancement insurance policy, residual value insurance policy
or other

insurance policy that is maintained from time to time in respect of
such

Mortgage Loan or Serviced Whole Loan or the related Mortgaged
Property.

     
"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the

extent such proceeds are not applied to the restoration of the
related Mortgaged

Property or released to the Mortgagor, in either case, in
accordance with the

Servicing Standard (including any amounts paid by the Master
Servicer or Special

Servicer pursuant to Section 3.07) and applicable law.

     
"Intercreditor Agreement": Any or all of the General Motors
Building

Intercreditor Agreement, the 125 West 55th Street Intercreditor
Agreement, the

Loews Miami Beach Intercreditor Agreement, the Wellpoint Office
Tower

Intercreditor Agreement, the Windsor Hospitality Portfolio
Co-Lender Agreement,

the San Marcos Apartments Co-Lender Agreement the College Station
Apartments

Co-Lender Agreement and/or, in the case of the General Motors

                       
                
64

Building Mortgage Loan, the General Motors Building Agreement Among
Noteholders,

as the context may require.

     
"Interest Accrual Period": With respect to any Distribution Date,
the

calendar month immediately preceding the month in which such
Distribution Date

occurs.

     
"Interest Reserve Account": The segregated account or subaccount
created

and maintained by the Trustee pursuant to Section 3.04(e) in trust
for the

Certificateholders, which shall be entitled "LaSalle Bank National
Association,

as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage

Securities, Inc., Mortgage Pass-Through Certificates, Series
2005-C1--Interest

Reserve Account." Any such account or subaccount shall be an
Eligible Account.

     
"Interest Reserve Loans": The General Motors Building Mortgage
Loan, the

125 West 55th Street Mortgage Loan and any Mortgage Loan bearing
interest

computed on an actual/360 basis.

     
"Interested Person": The Depositor, the Master Servicer, the
Special

Servicer, any Holder of a Certificate or any Affiliate of any such
Person.

     
"Investment Account": Each of the Certificate Account, the
Distribution

Account, any Lock-Box Account, any Cash Collateral Account, the
Interest Reserve

Account, the Special Reserve Account, each Serviced Whole Loan
Custodial Account

and any REO Account.

     
"Investor Certification": A certification in the form of Exhibit
H-1

hereto.

     
"Late Collections": With respect to any Mortgage Loan or the
Serviced Whole

Loan, all amounts received thereon during any Collection Period,
whether as

payments, Insurance Proceeds, Liquidation Proceeds, payments of
Substitution

Shortfall Amounts, or otherwise, which represent late payments or
collections of

principal or interest due in respect of such Mortgage Loan or
Serviced Whole

Loan (without regard to any acceleration of amounts due thereunder
by reason of

default) on a Due Date in a previous Collection Period (or, in the
case of a

Late Due Date Mortgage Loan, on any Due Date prior to the date of
receipt) and

not previously recovered. With respect to any Distribution Date and
any REO

Loan, all amounts received in connection with the related REO
Property during

any Collection Period, whether as Insurance Proceeds, Liquidation
Proceeds, REO

Revenues or otherwise, which represent late collections of
principal or interest

due or deemed due in respect of such REO Loan or the predecessor
Mortgage Loan

or Serviced Whole Loan (without regard to any acceleration of
amounts due under

such predecessor Mortgage Loan or Serviced Whole Loan by reason of
default) on a

Due Date in a previous Collection Period (or, in the case of a Late
Due Date

Mortgage Loan, on any Due Date prior to the date of receipt) and
not previously

recovered. The term "Late Collections" shall specifically exclude
Penalty

Charges.

     
"Late Due Date Mortgage Loan": Each Mortgage Loan (or successor REO
Loan),

having a Due Date which occurs after the Determination Date in the
same calendar

month as such Due Date.

                  
                     
65

     
"Liquidation Event": With respect to any Mortgage Loan or Serviced
B Note,

any of the following events (as applicable): (i) such Mortgage Loan
or Serviced

B Note is paid in full; (ii) a Final Recovery Determination is made
with respect

to such Mortgage Loan or Serviced B Note; (iii) such Mortgage Loan
is

repurchased or replaced by a Mortgage Loan Seller pursuant to
Section 6 of the

related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan
or Serviced B

Note is purchased pursuant to Section 3.18 or 3.29(a), as
applicable; or (v)

such Mortgage Loan is purchased pursuant to Section 9.01. With
respect to any

REO Property (and the related REO Loan), any of the following
events: (i) a

Final Recovery Determination is made with respect to such REO
Property; or (ii)

such REO Property is purchased by the Master Servicer, the Majority

Certificateholder of the Controlling Class, the Special Servicer or
the

Depositor pursuant to Section 9.01.

     
"Liquidation Expenses": All customary, reasonable and necessary
"out of

pocket" costs and expenses incurred by the Special Servicer in
connection with

the liquidation of any Specially Serviced Mortgage Loan or REO
Property pursuant

to Section 3.09, 3.18 or 3.19 or final payoff of a Corrected
Mortgage Loan

(including, without limitation, legal fees and expenses, committee
or referee

fees and, if applicable, brokerage commissions, conveyance taxes,
any

Liquidation Fee or Workout Fee associated with a final payoff of a
Corrected

Mortgage Loan and any other unreimbursed Additional Trust Fund
Expense

associated with such Mortgage Loan).

     
"Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or

REO Property (subject to the limitations set forth in Section
3.11(c)), the fee

designated as such and payable to the Special Servicer pursuant to
Section

3.11(c). With respect to each Mortgage Loan repurchased by the
applicable

Mortgage Loan Seller pursuant to Section 2.03(a), the fee
designated as such and

payable as part of the Purchase Price pursuant to such section.

     
"Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage

Loan or REO Property (or Mortgage Loan subject to repurchase
pursuant to Section

2.03(a)) as to which a Liquidation Fee is payable, 1.00%.

     
"Liquidation Proceeds": Cash amounts (other than Insurance Proceeds
and REO

Revenues) received or paid by the Master Servicer or the Special
Servicer in

connection with: (i) the taking of all or a part of a Mortgaged
Property by

exercise of the power of eminent domain or condemnation; (ii) 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 Mortgagor in accordance with applicable law and the terms
and conditions

of the related Mortgage Note and Mortgage; (iii) the realization
upon any

deficiency judgment obtained against a Mortgagor; (iv) the purchase
of a

Mortgage Loan pursuant to Section 3.18 or 3.29, as applicable; (v)
the purchase

of a Mortgage Loan pursuant to an Intercreditor Agreement (without
duplication

of any amounts specified in clause (iv)); (vi) the repurchase of a
Mortgage Loan

by a Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan

Purchase Agreement; (vii) the payment of any Substitution Shortfall
Amount by a

Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase

Agreement; (viii) the purchase of a Mortgage Loan or REO Property
pursuant to

Section 9.01; or (ix) in the case of a Non-Serviced Mortgage Loan,
the purchase

of such Non-Serviced Mortgage Loan by any Person entitled to
purchase such

Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Companion Loan

                                       
66

Securitization Agreement and/or the related Intercreditor
Agreement, to the

extent of any portion of such amounts received by the Trust Fund as
holder of

the related Mortgage Loan pursuant to Non-Serviced Companion Loan
Securitization

Agreement and/or the related Intercreditor Agreement.

     
"Loan Group": Either Loan Group 1 or Loan Group 2.

     
"Loan Group Principal Distribution Amount": The Loan Group 1
Principal

Distribution Amount and/or the Loan Group 2 Principal Distribution
Amount, as

applicable.

     
"Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1

Mortgage Loans and any successor REO Loans with respect thereto.
The initial

pool balance of Loan Group 1 is $1,253,349,907.

     
"Loan Group 1 Available Distribution Amount": With respect to any

Distribution Date, that portion, if any, of the Available
Distribution Amount

attributable to Loan Group 1.

     
"Loan Group 1 Principal Distribution Amount": With respect to any

Distribution Date, that portion, if any, of the Principal
Distribution Amount

attributable to Loan Group 1.

     
"Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2

Mortgage Loans and any successor REO Loans with respect thereto.
The initial

pool balance of Loan Group 2 is $344,507,421.

     
"Loan Group 2 Available Distribution Amount": With respect to any

Distribution Date, that portion, if any, of the Available
Distribution Amount

attributable to Loan Group 2.

 
    
"Loan Group 2 Principal Distribution Amount": With respect to any

Distribution Date, that portion, if any, of the Principal
Distribution Amount

attributable to Loan Group 2.

     
"Loan-to-Value Ratio": With respect to any Mortgage Loan or
Serviced Whole

Loan, as of any date of determination, the fraction, expressed as a
percentage,

the numerator of which is the then unpaid principal balance of such
Mortgage

Loan or Serviced Whole Loan, as the case may be, and the
denominator of which is

the Appraised Value of the related Mortgaged Property as determined
by an

Appraisal thereof.

     
"Lock-Box Account": With respect to any Mortgaged Property, if
applicable,

any account created pursuant to any documents relating to a
Mortgage Loan or

Serviced Whole 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

be taxed on all reinvestment income or gain thereon. The Master
Servicer shall

be permitted to make withdrawals therefrom for deposit into the
related Cash

Collateral Accounts.

     
"Lock-Box Agreement": With respect to any Mortgage Loan or Serviced
Whole

Loan serviced hereunder, the lock-box agreement, if any, between
the originator

of such Mortgage

                                       
67

Loan or Serviced Whole Loan and the Mortgagor, pursuant to which
the related

Lock-Box Account, if any, is to be established.

     
"Loews Miami Beach Companion Loan": As defined in the Preliminary

Statement.

     
"Loews Miami Beach Companion Loan Holder": Any holder of a Loews
Miami

Beach Companion Loan.

     
"Loews Miami Beach Intercreditor Agreement": With respect to the
Loews

Miami Beach Whole Loan, that certain intercreditor agreement dated
as of April

29, 2005, between the initial holders of the Loews Miami Beach
Mortgage Loan and

the Loews Miami Beach Companion Loans, as amended from time to time
in

accordance with its terms.

     
"Loews Miami Beach Mortgage Loan": As defined in the Preliminary
Statement.

     
"Loews Miami Beach Nonrecoverable Servicing Advance": Any
"Nonrecoverable

Servicing Advance" (as defined in the COMM 2005-LP5 Pooling and
Servicing

Agreement) made with respect to the Loews Miami Beach Mortgage Loan
pursuant to

and in accordance with the COMM 2005-LP5 Pooling and Servicing
Agreement.

     
"Loews Miami Beach Rights": As defined in Section 3.25(j).

     
"Loews Miami Beach Service Providers": With respect to the Loews
Miami

Beach Mortgage Loan, the COMM 2005-LP5 Trustee, COMM 2005-LP5
Master Servicer,

COMM 2005-LP5 Special Servicer and any other Person that makes
principal and/or

interest advances in respect of such Mortgage Loan pursuant to the
COMM 2005-LP5

Pooling and Servicing Agreement. For the sake of clarity, none of
the Master

Servicer, the Special Servicer, the Trustee or the Fiscal Agent
acting in their

capacities hereunder shall be deemed a Loews Miami Beach Servicer
Provider.

     
"Loews Miami Beach Significant Servicing Matters": As defined in
Section

3.25(j).

     
"Loews Miami Beach Whole Loan": As defined in the Preliminary
Statement.

     
"Loss Reimbursement Amount": With respect to any REMIC I Regular
Interest

and any Distribution Date (except the initial Distribution Date,
with respect to

which the Loss Reimbursement Amount for such REMIC I Regular
Interest will be

zero), an amount equal to (a)(i) the Loss Reimbursement Amount with
respect to

such REMIC I Regular Interest for the immediately preceding
Distribution Date,

minus (ii) the aggregate of all reimbursements deemed made to REMIC
II on the

immediately preceding Distribution Date pursuant to Section 4.01(a)
with respect

to such REMIC I Regular Interest, plus (iii) the aggregate of all
reductions

made to the Uncertificated Principal Balance of (and, accordingly,
the aggregate

of all Realized Losses and Additional Trust Fund Expenses deemed
allocated to)

such REMIC I Regular Interest on the immediately preceding
Distribution Date

pursuant to Section 4.04(a), plus (b) one month's interest
(calculated on the

basis of a 360-day year consisting of twelve 30-day months) on the
amount

described in clause (a) at the REMIC I Remittance Rate applicable
to such REMIC

I Regular Interest for the current Distribution Date.

                                       
68

     
"MAI": Member of Appraisal Institute.

     
"Majority Certificateholder": With respect to any specified Class
or

Classes of Certificates, as of any date of determination, any
Holder or

particular group of Holders of Certificates of such Class or
Classes, as the

case may be, entitled to a majority of the Voting Rights allocated
to such Class

or Classes.

     
"Master Servicer": GMACCM, or any successor master servicer
appointed as

herein provided.

     
"Master Servicer Remittance Date": The Business Day preceding each

Distribution Date.

     
"Master Servicing Fee": With respect to any Distribution Date and
each

Mortgage Loan, REO Loan and the Windsor Hospitality Portfolio B
Note serviced

hereunder, that portion of the Servicing Fee that has accrued at
the Master

Servicing Fee Rate. For the avoidance of doubt, no Master Servicing
Fee will

accrue with respect to the College Station Apartments B Note or the
San Marcos

Apartments B Note.

     
"Master Servicing Fee Rate": With respect to each Mortgage Loan
(and the

Windsor Hospitality Portfolio B Note) and REO Loan serviced
hereunder, the rate

per annum set forth for such loan on Schedule VI hereto. The Master
Servicing

Fee Rate is included in the Servicing Fee Rate set forth for each
Mortgage Loan

on the Mortgage Loan Schedule.

     
"Material Breach": A Breach that materially and adversely affects
the value

of a Mortgage Loan, the related Mortgaged Property or the interests
of the Trust

Fund therein or of any Certificateholder.

     
"Material Document Defect": A Document Defect that materially and
adversely

affects the value of a Mortgage Loan, the related Mortgaged
Property or the

interests of the Trust Fund therein or of any Certificateholder;
provided,

however, that the absence of, or a material and adverse
irregularity on the face

of, any of the following documents shall be presumed to be a
Material Document

Defect: the original Mortgage Note (or a lost note affidavit and
indemnity), an

original or executed copy of the Mortgage, an original or copy of
the required

lender's title insurance policy (or in lieu thereof a marked-up
title commitment

marked as binding and countersigned by the title company or its
authorized

agent), the original or copy of any related letters of credit or a
copy of any

related Ground Lease from the Mortgage File.

     
"Maturity Date": With respect to any Mortgage Loan or Serviced B
Note as of

any date of determination, the date on which the last payment of
principal is

due and payable under the related Mortgage Note or Serviced B Note,
as

applicable, after taking into account all Principal Prepayments
received prior

to such date of determination and any extension permitted at the
Mortgagor's

option under the terms of the related Mortgage Note (as in effect
on the Closing

Date) and this Agreement, but without giving effect to (i) any
acceleration of

the principal of such Mortgage Loan or Serviced B Note by reason of
default

thereunder, (ii) any grace period permitted by the related Mortgage
Note, (iii)

any modification, waiver or amendment of such Mortgage Loan or
Serviced B Note

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

Section 3.21 or (iv) in the case of any ARD Loan, the Anticipated
Repayment Date

for such Mortgage Loan.

                                       
69

     
"Modified Mortgage Loan": Any Mortgage Loan or Serviced B Note as
to which

any Servicing Transfer Event has occurred and which has been
modified by the

Special Servicer pursuant to Section 3.21 in a manner that:

     
(i) affects the amount or timing of any payment of principal or
interest

due thereon (other than, or in addition to, bringing current
Monthly Payments

with respect to such Mortgage Loan or Serviced B Note);

     
(ii) except as expressly contemplated by the related Mortgage Loan

documents, results in a release of the lien of the Mortgage on any
material

portion of the related Mortgaged Property without a corresponding
Principal

Prepayment in an amount not less than the fair market value (as
is), as

determined by an Appraisal delivered to the Special Servicer (at
the expense of

the related Mortgagor and upon which the Special Servicer may
conclusively

rely), of the property to be released; or

     
(iii) in the good faith and reasonable judgment of the Special
Servicer,

otherwise materially impairs the security for such Mortgage Loan or
Serviced B

Note or reduces the likelihood of timely payment of amounts due
thereon.

     
"Monthly Payment": With respect to any Mortgage Loan or Serviced B
Note,

the scheduled monthly payment of principal and/or interest on such
Mortgage Loan

or Serviced B Note, including any Balloon Payment, which is payable
by a

Mortgagor from time to time under the terms of the related Mortgage
Note(s) (as

such may be modified at any time following the Closing Date) and
applicable law,

without regard to the accrual of Excess Interest on or the
application of any

excess cash flow to pay principal on any ARD Loan.

     
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If

no such rating agency nor any successor remains in existence,
"Moody's" shall be

deemed to refer to such other nationally recognized statistical
rating agency or

other comparable Person designated by the Depositor. Notice of such
designation

shall be given to the Trustee, the Master Servicer and the Special
Servicer and

specific ratings of Moody's herein referenced shall be deemed to
refer to the

equivalent ratings of the party so designated.

     
"Mortgage": With respect to any Mortgage Loan or Serviced Whole
Loan,

separately and collectively, as the context may require, each
mortgage, deed of

trust or other instrument securing a Mortgage Note and creating a
lien on the

related Mortgaged Property.

     
"Mortgage File": With respect to any Mortgage Loan or Serviced B
Note,

subject to Section 2.01(b), collectively the following documents:

     
(1) (A) in the case of each Mortgage Loan, the original Mortgage
Note,

endorsed by the most recent endorsee prior to the Trustee or, if
none, by the

originator, without recourse, in blank or to the order of the
Trustee in the

following form: "Pay to the order of LaSalle Bank National
Association, as

trustee for the registered holders of GMAC Commercial Mortgage
Securities, Inc.,

Mortgage Pass-Through Certificates, Series 2005-C1, without
recourse" and (B) in

the case of each Serviced B Note, a copy of the executed Mortgage
Note for such

Serviced B Note;

                                       
70

     
(2) the original or a copy of the Mortgage and, if applicable, the

originals or copies of any intervening assignments thereof showing
a complete

chain of assignment from the originator of the Mortgage Loan to the
most recent

assignee of record thereof prior to the Trustee, if any, in each
case with

evidence of recording indicated thereon

     
(3) the original or a copy of the assignment of the Mortgage, in
recordable

form, executed by the most recent assignee of record thereof prior
to the

Trustee, or if none by the originator, either in blank or in favor
of the

Trustee (in such capacity) and with respect to the Serviced Whole
Loans, also to

the Trustee, in its capacity as lead lender on behalf of the
related Serviced B

Note Holders, as applicable;

     
(4) an original or copy of any related Assignment of Leases (if
such item

is a document separate from the Mortgage) and, if applicable, the
originals or

copies of any intervening assignments thereof showing a complete
chain of

assignment from the originator of the Mortgage Loan or Serviced B
Note, as the

case may be, to the most recent assignee of record thereof prior to
the Trustee,

if any, in each case with evidence of recording thereon;

     
(5) an original assignment of any related Assignment of Leases (if
such

item is a document separate from the Mortgage), in recordable form,
executed by

the most recent assignee of record thereof prior to the Trustee,
or, if none, by

the originator, either in blank or in favor of the Trustee (in such
capacity),

which assignment may be included as part of the corresponding
assignment of

Mortgage, referred to in clause (3) above and with respect to the
Serviced Whole

Loans, also to the Trustee, in its capacity as lead lender on
behalf of the

related Serviced B Note Holders, as applicable;

     
(6) an original or a copy of any related Security Agreement (if
such item

is a document separate from the Mortgage) and, if applicable, the
originals or

copies of any intervening assignments thereof showing a complete
chain of

assignment from the originator of the Mortgage Loan or Serviced B
Note, as the

case may be, to the most recent assignee of record thereof prior to
the Trustee,

if any;

     
(7) an original assignment of any related Security Agreement (if
such item

is a document separate from the Mortgage) executed by the most
recent assignee

of record thereof prior to the Trustee or, if none, by the
originator, either in

blank or in favor of the Trustee (in such capacity), which
assignment may be

included as part of the corresponding assignment of Mortgage
referred to in

clause (3) above and with respect to the Serviced Whole Loans, also
to the

Trustee, in its capacity as lead lender on behalf of the related
Serviced B Note

Holders, as applicable;

     
(8) originals or copies of all assumption, modification, written
assurance

and substitution agreements, with evidence of recording thereon,
where

appropriate, in those instances where the terms or provisions of
the Mortgage,

Mortgage Note or any related security document have been modified
or the

Mortgage Loan or Serviced B Note, as the case may be, has been
assumed;

                                       
71

     
(9) the original or a copy of the lender's title insurance policy,
together

with all endorsements or riders (or copies thereof) that were
issued with or

subsequent to the issuance of such policy, insuring the priority of
the Mortgage

as a first lien on the Mortgaged Property;

     
(10) the original or a copy of any guaranty of the obligations of
the

Mortgagor under the Mortgage Loan which was in the possession of
the Mortgage

Loan Seller at the time the Mortgage Files were delivered to the
Trustee

together with (A) if applicable, the original or copies of any
intervening

assignments of such guaranty showing a complete chain of assignment
from the

originator of the Mortgage Loan or Serviced B Note, as the case may
be, to the

most recent assignee thereof prior to the Trustee, if any, and (B)
an original

assignment of such guaranty executed by the most recent assignee
thereof prior

to the Trustee or, if none, by the originator;

     
(11) (A) file or certified copies of any UCC financing statements
and

continuation statements which were filed in order to perfect (and
maintain the

perfection of) any security interest held by the originator of the
Mortgage Loan

or Serviced B Note, as the case may be, (and each assignee of
record prior to

the Trustee) in and to the personalty of the Mortgagor at the
Mortgaged Property

(in each case with evidence of filing thereon) and which were in
the possession

of the applicable Mortgage Loan Seller (or its agent) at the time
the Mortgage

Files were delivered and (B) if any such security interest is
perfected and the

earlier UCC financing statements and continuation statements were
in the

possession of the applicable Mortgage Loan Seller, a UCC financing
statement

executed by the most recent assignee of record prior to the Trustee
or, if none,

by the originator, evidencing the transfer of such security
interest, either in

blank or in favor of the Trustee (in such capacity);

     
(12) the original or a copy of the power of attorney (with evidence
of

recording thereon, if appropriate) granted by the Mortgagor if the
Mortgage,

Mortgage Note or other document or instrument referred to above was
not signed

by the Mortgagor;

     
(13) the related Ground Lease or a copy thereof, if any;

     
(14) if the Mortgage Loan or Serviced B Note is a Credit Lease
Loan, an

original of the credit lease enhancement insurance policy, if any,
obtained with

respect to such Mortgage Loan or Serviced B Note, as the case may
be, an

original of the bond lease insurance policy, if any, obtained with
respect to

such Mortgage Loan or Serviced B Note and an original of the
residual value

insurance policy, if any, obtained with respect to such Mortgage
Loan or

Serviced B Note;

     
(15) the original or a copy of any lockbox agreement or deposit
account or

similar agreement;

     
(16) the original or a copy of any Intercreditor Agreement or side
letter

with respect to the Mortgage Loan or Serviced B Note;

     
(17) the original or a copy of any Environmental Policy;

     
(18) the original (if the original is not held by the Master
Servicer) or a

copy of any letter of credit and any related transfer documents;

                                       
72

     
(19) the original or a copy of the loan agreement or counterpart
thereof

relating to the Mortgage Loan, if any;

     
(20) for a hospitality property, copies of franchise agreements, if
any,

and franchisor comfort letters, if any;

     
(21) (A) for the General Motors Building Mortgage Loan, the Loews
Miami

Beach Mortgage Loan and the Wellpoint Office Tower Mortgage Loan, a
copy of the

executed COMM 2005-LP5 Pooling and Servicing Agreement and (B) for
the 125 West

55th Street Mortgage Loan, a copy of the executed GE 2005-C2
Pooling and

Servicing Agreement; and

     
(22) a checklist of documents included in the Mortgage File,

provided, that whenever the term "Mortgage File" is used to refer
to documents

actually received by the Trustee or a Custodian appointed thereby,
such term

shall not be deemed to include such documents and instruments
required to be

included therein unless they are actually so received.

    
 
Notwithstanding the foregoing, (i) with respect to the General
Motors

Building Mortgage Loan, "Mortgage File" shall mean the original
Mortgage Note in

the aggregate amount of $180,000,000 pertaining to the General
Motors Building

Mortgage Loan and copies of each other document contained in the
mortgage file

relating to the General Motors Building Whole Loan held by the COMM
2005-LP5

Trustee, (ii) with respect to the 125 West 55th Street Mortgage
Loan, "Mortgage

File" shall mean the original Mortgage Note in the amount of
$100,000,000

pertaining to the 125 West 55th Street Mortgage Loan and copies of
each other

document contained in the mortgage file relating to the 125 West
55th Street

Whole Loan held by the GE 2005-C2 Trustee, (iii) with respect to
the Loews Miami

Beach Mortgage Loan, "Mortgage File" shall mean the original
Mortgage Note in

the amount of $25,000,000 pertaining to the Loews Miami Beach
Mortgage Loan and

copies of each other document contained in the mortgage file
relating to the

Loews Miami Beach Whole Loan held by the COMM 2005-LP5 Trustee and
(iv) with

respect to the Wellpoint Office Tower Mortgage Loan, "Mortgage
File" shall mean

the original Mortgage Note in the amount of $25,000,000 pertaining
to the

Wellpoint Office Tower Mortgage Loan and copies of each other
document contained

in the mortgage file relating to the Wellpoint Office Tower Whole
Loan held by

the COMM 2005-LP5 Trustee.

     
"Mortgage Loan": Each of the mortgage loans or mortgage loan
interests held

by REMIC I, transferred and assigned to the Trustee pursuant to
Section 2.01 and

from time to time held in the Trust Fund (including, without
limitation, all

Replacement Mortgage Loans, REO Loans and Specially Serviced
Mortgage Loans). As

used herein, unless specifically provided otherwise, the term
"Mortgage Loan"

includes: (i) the related Mortgage Note, Mortgage, participation
certificate or

agreement and/or other security documents contained in the related
Mortgage File

and (ii) the General Motors Building Mortgage Loan, the 125 West
55th Street

Mortgage Loan, the Loews Miami Beach Mortgage Loan, the Wellpoint
Office Tower

Mortgage Loan, the Windsor Hospitality Portfolio Mortgage Loan, the
San Marcos

Apartments Mortgage Loan and the College Station Apartments
Mortgage Loan (which

are part of the Trust Fund) but excludes the B Notes and the
Non-Serviced

Companion Loans (which are not part of the Trust Fund).

                                       
73

     
"Mortgage Loan Purchase Agreement": With respect to any Mortgage
Loan

Seller, each agreement between the Depositor and such Mortgage Loan
Seller

relating to the transfer of all of such Mortgage Loan Seller's
right, title and

interest in and to the related Mortgage Loans.

     
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the

Closing Date to the Trustee as part of the Trust Fund, attached
hereto as

Schedule I, which list sets forth the following information with
respect to each

Mortgage Loan:

     
(i) the control number, the loan number (if any) and name of the
Mortgaged

Property;

     
(ii) the street address (including city, state and zip code) of the
related

Mortgaged Property;

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

     
(iv) the original principal balance;

     
(v) the Cut-off Date Principal Balance;

     
(vi) the (A) remaining term to stated maturity, (B) with respect to
any ARD

Loan, the Anticipated Repayment Date and (C) Stated Maturity Date;

     
(vii) the Due Date;

     
(viii) the amount of the Monthly Payment due on the first Due Date

following the Cut-off Date;

     
(ix) [reserved];

     
(x) whether such Mortgage Loan is an ARD Loan, a Credit Lease Loan,
or a

Defeasance Loan;

     
(xi) in the case of a Credit Lease Loan, the identity of the Tenant
and the

Guarantor under any applicable Guaranty, and the publicly available
corporate

credit ratings of such Tenant and Guarantor as of the Closing Date;

     
(xii) the Servicing Fee Rate; and

     
(xiii) whether such Mortgage Loan (A) is covered by an
Environmental

Policy, (B) is a Cross-Collateralized Mortgage Loan, (C) is subject
to a Ground

Lease and (D) has a letter of credit as part of the related
Mortgage File.

Such schedule shall also set forth the aggregate Cut-off Date
Principal Balance

for all of the Mortgage Loans. Such list may be in the form of more
than one

list, collectively setting forth all of the information required.

     
"Mortgage Loan Seller": Each of GMACCM, GACC and MSMC.

                                       
74

     
"Mortgage Note": The original executed note evidencing the
indebtedness of

a Mortgagor under a Mortgage Loan, together with any rider,
addendum or

amendment thereto.

     
"Mortgage Pool": Collectively, all of the Mortgage Loans (including
any REO

Loans and Replacement Mortgage Loans, but excluding Deleted
Mortgage Loans). As

used herein, unless specifically provided otherwise, the term
"Mortgage Pool"

includes the General Motors Building Mortgage Loan, the 125 West
55th Street

Mortgage Loan, the Loews Miami Beach Mortgage Loan, the Wellpoint
Office Tower

Mortgage Loan, the Windsor Hospitality Portfolio Mortgage Loan, the
San Marcos

Apartments Mortgage Loan and the College Station Apartments
Mortgage Loan, but

excludes the B Notes and the Non-Serviced Companion Loans.

     
"Mortgage Rate": With respect to: (i) any Mortgage Loan or Serviced
B Note

on or prior to its Maturity Date, the fixed or adjustable
annualized rate (not

including, in the case of any ARD Loan, any increase in the rate of
interest to

the Revised Rate) at which interest is scheduled (in the absence of
a default)

to accrue on such Mortgage Loan or Serviced B Note from time to
time in

accordance with the terms of the related Mortgage Note (as such may
be modified

at any time following the Closing Date) and applicable law
(including, in the

case of any Mortgage Loan providing for a fixed payment during any
period of

interest-only payments, the implied rate of interest); (ii) any
Mortgage Loan or

Serviced B Note after its Maturity Date, the annualized rate
described in clause

(i) above determined without regard to the passage of such Maturity
Date; and

(iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as

applicable, above determined as if the predecessor Mortgage Loan or
Serviced B

Note had remained outstanding.

     
"Mortgaged Property": Individually and collectively, as the context
may

require, the real property interest (together with all improvements
and fixtures

thereon) subject to the lien of a Mortgage and constituting
collateral for a

Mortgage Loan and, if applicable, any related Serviced B Note. With
respect to

any Cross-Collateralized Mortgage Loan, as the context may require,
"Mortgaged

Property" may mean, collectively, all the Mortgaged Properties
securing such

Cross-Collateralized Mortgage Loan.

     
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without

limitation, any Person that has acquired the related Mortgaged
Property and

assumed the obligations of the original obligor under the Mortgage
Note.

     
"MSMC": Morgan Stanley Mortgage Capital Inc. and its successors and

assigns.

     
"Net Aggregate Prepayment Interest Shortfall": With respect to any

Distribution Date, the amount, if any, by which (a) the aggregate
of all

Prepayment Interest Shortfalls with respect to the Mortgage Loans
incurred in

connection with the receipt of Principal Prepayments on the
Mortgage Loans

during the related Collection Period, exceeds (b) the aggregate
amount deposited

by the Master Servicer in the Distribution Account for such
Distribution Date

pursuant to Section 3.20(f) in connection with such Prepayment
Interest

Shortfalls.

     
"Net Investment Earnings": With respect to any Investment Account
for any

Collection Period, the amount, if any, by which the aggregate of
all interest

and other income realized during such Collection Period on funds
relating to the

Trust Fund held in such account, exceeds

                                       
75

the aggregate of all losses, if any, incurred during such
Collection Period in

connection with the investment of such funds in accordance with
Section 2.02(f)

and Section 3.06.

     
"Net Investment Loss": With respect to any Investment Account for
any

Collection Period, the amount by which the aggregate of all losses,
if any,

incurred during such Collection Period in connection with the
investment of

funds relating to the Trust Fund held in such account in accordance
with Section

2.02(f) and Section 3.06, exceeds the aggregate of all interest and
other income

realized during such Collection Period on such funds; provided, Net
Investment

Loss shall not include any loss with respect to such investment
that is incurred

solely as a result of the insolvency of the federally or state
chartered

depository institution or trust company that holds such Investment
Account so

long as such depository institution or trust company satisfied the

qualifications set forth in the definition of Eligible Account at
the time such

investment was made and also as of a date no earlier than 60 days
prior to the

insolvency, and so long as such depository institution or trust
company is not

an Affiliate of the Person maintaining such Investment Account.

     
"Net Mortgage Rate": With respect to any Mortgage Loan, any
Serviced B Note

or any REO Loan, as of any date of determination, a rate per annum
equal to the

related Mortgage Rate then in effect, minus the Servicing Fee Rate,
if any (and,

in the case of each Non-Serviced Mortgage Loan, the applicable
servicing fee

rate payable pursuant to the related Other Pooling and Servicing
Agreement),

but, with respect to each Mortgage Loan for purposes of calculating
the REMIC I

Remittance Rate, the REMIC II Remittance Rate and Weighted Average
Net Mortgage

Rate, determined without regard to any modification, waiver or
amendment of the

terms of such Mortgage Loan, whether agreed to by the Master
Servicer or Special

Servicer or resulting from (i) the bankruptcy, insolvency or
similar proceeding

involving the related Mortgagor or (ii) the increase in the
interest rate

attributable to the Revised Rate to any ARD Loan and, with respect
to any

Mortgage Loan that does not accrue interest on the basis of a
360-day year

consisting of twelve 30-day months, the Net Mortgage Rate of such
Mortgage Loan

for such purposes for any one-month preceding a related Due Date
will be the

annualized rate at which interest would have to accrue in respect
of such loan

on the basis of a 360-day year consisting of twelve 30-day months
in order to

produce the aggregate amount of interest actually accrued in
respect of such

loan during such one-month period at the related Mortgage Rate (net
of the

related Servicing Fee Rate (and, in the case of the Non-Serviced
Mortgage Loans,

the applicable servicing fee rate payable pursuant to the related
Other Pooling

and Servicing Agreement)); provided, however, that with respect to
the Interest

Reserve Loans, (i) the Net Mortgage Rate for the one-month period
preceding the

Due Dates in (a) January of each calendar year that is not a leap
year and (b)

February of each calendar year, will be determined net of the
Withheld Amounts

and (ii) the Net Mortgage Rate for the one-month period preceding
the Due Dates

in March of each calendar year will be determined after taking into
account the

addition of the Withheld Amounts.

     
"Net Operating Income": With respect to any Mortgaged Property, for
any

specified period, the net operating income calculated in accordance
with the

CMSA NOI Adjustment Worksheet using the methodologies set forth in
Exhibit F.

     
"Nonrecoverable Advance": Any Nonrecoverable Delinquency Advance or

Nonrecoverable Servicing Advance. Workout-Delayed Reimbursement
Amounts shall

                                       
76

constitute a Nonrecoverable Advance only when the Person making
such

determination in accordance with the procedures specified in the
definition of

Nonrecoverable Delinquency Advance or Nonrecoverable Servicing
Advance, as

applicable, has determined that such Workout-Delayed Reimbursement
Amounts,

together with any accrued and unpaid interest thereon, will not be
ultimately

recoverable from Late Collections on or in respect of such related
Mortgage Loan

and/or REO Loan.

     
"Nonrecoverable Delinquency Advance": Any Delinquency Advance
previously

made or proposed to be made in respect of a Mortgage Loan or REO
Loan which, in

the judgment of the Master Servicer, the Special Servicer, the
Trustee or the

Fiscal Agent as applicable, will not be ultimately recoverable
(together with

Advance Interest thereon) from Late Collections on or in respect of
such

Mortgage Loan or REO Loan (which shall be evidenced by an Officer's
Certificate

as provided by Section 4.03(c)).

     
"Nonrecoverable Servicing Advance": (i) Any Servicing Advance
previously

made or proposed to be made in respect of a Mortgage Loan (other
than the

Non-Serviced Mortgage Loans) or any Serviced Whole Loan or any REO
Property

which, in the judgment of the Master Servicer, the Special
Servicer, the Trustee

or the Fiscal Agent, as applicable, will not be ultimately
recoverable (together

with Advance Interest thereon) from Late Collections on or in
respect of such

Mortgage Loan, Serviced Whole Loan or REO Property, which shall be
evidenced by

an Officer's Certificate as provided by Section 3.11(h), (ii) any
General Motors

Building Nonrecoverable Servicing Advance, (iii) any 125 West 55th
Street

Nonrecoverable Servicing Advance, (iv) any Loews Miami Beach
Nonrecoverable

Servicing Advance and (v) any Wellpoint Office Tower Nonrecoverable
Servicing

Advance.

     
"Non-Registered Certificate": Unless and until registered under the

Securities Act, any Class X-1, Class E, Class F, Class G, Class H,
Class J,

Class K, Class L, Class M, Class N, Class O, Class P, Class W,
Class Q or

Residual Certificate.

     
"Non-Serviced Companion Loan": Each of the General Motors Building

Companion Loans, the 125 West 55th Street Companion Loans, the
Loews Miami Beach

Companion Loans and the Wellpoint Office Tower Companion Loans.

     
"Non-Serviced Companion Loan Holder": Each of the General Motors
Building

Companion Loan Holders, the 125 West 55th Street Companion Loan
Holders, the

Loews Miami Beach Companion Loan Holders and the Wellpoint Office
Tower

Companion Loan Holders.

     
"Non-Serviced Companion Loan Master Servicer": With respect to any

Non-Serviced Companion Loan, the master servicer appointed and
acting pursuant

to the Non-Serviced Companion Loan Securitization Agreement, if
any, related to

such Non-Serviced Companion Loan.

     
"Non-Serviced Companion Loan Securities": For so long as the
Non-Serviced

Mortgage Loan related thereto or any successor REO Loan thereof is
part of the

Mortgage Pool, any class of securities backed by a Non-Serviced
Companion Loan.

Any reference herein to a "series" of Non-Serviced Companion Loan
Securities

shall refer to separate securitizations of one or more Non-Serviced
Companion

Loans.

                                       
77

     
"Non-Serviced Companion Loan Securitization Agreement": With
respect to any

Non-Serviced Companion Loan, any agreement under which any
certificates

evidencing interests in such Non-Serviced Companion Loan are
issued, as from

time to time amended, supplemented or modified.

     
"Non-Serviced Companion Loan Trustee": With respect to any
Non-Serviced

Companion Loan, the trustee with respect to such Non-Serviced
Companion Loan

appointed and acting under the related Non-Serviced Companion Loan

Securitization Agreement, if any.

     
"Non-Serviced Mortgage Loan": Each of the General Motors Building
Mortgage

Loan, the 125 West 55th Street Mortgage Loan, the Loews Miami Beach
Mortgage

Loan and the Wellpoint Office Tower Mortgage Loan.

     
"Non-Serviced Mortgage Loan Service Providers": Each of the General
Motors

Building Service Providers, the 125 West 55th Street Service
Providers, the

Loews Miami Beach Service Providers and the Wellpoint Office Tower
Service

Providers.

     
"Non-Serviced Whole Loan": Each of the General Motors Building
Whole Loan,

the 125 West 55th Street Whole Loan, the Loews Miami Beach Whole
Loan and the

Wellpoint Office Tower Whole Loan.

     
"Non-Serviced Whole Loan Custodial Account": With respect to the

Non-Serviced Whole Loan, the account or accounts maintained by the
related Other

Servicer pursuant to the Other Pooling and Servicing Agreement, as
applicable,

on behalf of the Certificateholders and the holders of the related
Non-Serviced

Companion Loan Securities and/or Non-Serviced Companion Loan
Holders.

     
"Officer's Certificate": A certificate signed, as applicable, by a

Servicing Officer of the Master Servicer or the Special Servicer or
by a

Responsible Officer of the Trustee.

     
"Opinion of Counsel": A written opinion of counsel, who may,
without

limitation, be salaried counsel for the Depositor, the Master
Servicer or the

Special Servicer, acceptable and delivered to the Trustee, except
that any

opinion of counsel relating to (a) the qualification of REMIC I,
REMIC II or

REMIC III as a REMIC or (b) compliance with the REMIC Provisions,
must be an

opinion of counsel who is in fact Independent of the Depositor, the
Master

Servicer and the Special Servicer.

     
"Option": As defined in Section 3.18.

     
"Option Holder": As defined in Section 3.18.

     
"Option Notice": As defined in Section 3.18.

     
"Option Purchase Price": As defined in Section 3.18.

     
"Other Depositor": With respect to each Other Pooling and Servicing

Agreement, the related depositor thereunder.

                                       
78

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

     
"Other Pooling and Servicing Agreement": The COMM 2005-LP5 Pooling
and

Servicing Agreement, the GE 2005-C2 Pooling and Servicing
Agreement, as

applicable, each as from time to time amended, supplemented or
modified.

     
"Other Servicer": With respect to each Other Pooling and Servicing

Agreement, the related master servicer thereunder.

     
"Other Special Servicer": With respect to each Other Pooling and
Servicing

Agreement, the related special servicer thereunder.

     
"Other Trust Fund": With respect to each Other Pooling and
Servicing

Agreement, the related trust fund created thereunder.

     
"Other Trustee": With respect to each Other Pooling and Servicing

Agreement, the related trustee thereunder.

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

     
"Ownership Interest": As to any Certificate, any ownership or
security

interest in such Certificate as the Holder thereof may have and any
other

interest therein, whether direct or indirect, legal or beneficial,
as owner or

as pledgee.

     
"Pass-Through Rate": With respect to:

     
(i) the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4,
Class A-5,

Class A-M, Class A-J, Class B and Class C Certificates, the fixed
rate per annum

specified for such Class in the Preliminary Statement;

     
(ii) the Class D, Class E, Class F, Class G, Class H, Class J,
Class K,

Class L, Class M, Class N, Class O and Class P Certificates, for
any

Distribution Date, the lesser of the fixed rate per annum specified
for such

Class in the Preliminary Statement and the Weighted Average Net
Mortgage Rate

for such Distribution Date;

     
(iii) the Class X-1 Certificates, the Class X-1 Pass-Through Rate;
and

     
(iv) the Class X-2 Certificates, the Class X-2 Pass-Through Rate.

     
The Class Q Certificates, the Class W Certificates and the Residual

Certificates do not have a Pass-Through Rate.

     
"Payment Priority": With respect to any Class of Certificates, the
priority

of the Holders thereof in respect of the Holders of the other
Classes of

Certificates to receive distributions out of the Available
Distribution Amount

for any Distribution Date, as set forth in Section 4.01(c) hereof.

                                       
79

     
"Penalty Charges": With respect to any Mortgage Loan or Serviced B
Note (or

successor REO Loan), any amounts collected thereon that represent
late payment

charges or Default Interest.

     
"Percentage Interest": With respect to any REMIC III Regular
Certificate,

the portion of the relevant Class evidenced by such Certificate,
expressed as a

percentage, the numerator of which is the Certificate Principal
Balance or the

Certificate Notional Amount of such Certificate as of the Closing
Date, as

specified on the face thereof, and the denominator of which is the
Initial Class

Principal Balance or Initial Class Notional Amount of the relevant
Class. With

respect to a Class Q Certificate or a Residual Certificate, the
percentage

interest in distributions to be made with respect to the relevant
Class, as

stated on the face of such Certificate.

     
"Permitted Investments": Securities, instruments, or security
entitlements

with respect to one or more of the following:

     
(1) obligations of or guaranteed as to principal and interest by
the United

States or any agency or instrumentality thereof when such
obligations are backed

by the full faith and credit of the United States;

     
(2) repurchase agreements on obligations specified in clause (i)
maturing

not more than 30 days from the date of acquisition thereof;
provided, that the

unsecured obligations of the party agreeing to repurchase such
obligations are

at the time rated by each Rating Agency in its highest short-term
rating

available;

     
(3) federal funds, unsecured certificates of deposit, time deposits
and

bankers' acceptances (which shall each have an original maturity of
not more

than 90 days and, in the case of bankers' acceptances, shall in no
event have an

original maturity of more than 365 days or a remaining maturity of
more than 30

days) denominated in United States dollars of any U.S. depository
institution or

trust company incorporated under the laws of the United States or
any state

thereof or of any domestic branch of a foreign depository
institution or trust

company; provided, that the short-term debt obligations of such
depository

institution or trust company at all times since the date of
acquisition thereof

have been rated by each Rating Agency in its highest short-term
rating

available;

     
(4) commercial paper (having original maturities of not more than
365 days)

of any corporation incorporated under the laws of the United States
or any state

thereof which on the date of acquisition has been rated by each
Rating Agency in

its highest short-term rating available; provided, that such
commercial paper

shall have a remaining maturity of not more than 30 days;

     
(5) a money market fund (including those managed or advised by the
Trustee

or its affiliates) rated by each Rating Agency (if so rated by such
Rating

Agency) in its highest rating category and any other money market
fund with

respect to which a Rating Agency Confirmation has been received;

     
(6) commercial paper of issuers rated by each Rating Agency in its
highest

short-term rating available; provided, that such obligations shall
have a

remaining maturity of not more than

                                       
80

30 days and such obligations are limited to the right to receive
only monthly

principal and interest payments;

     
(7) short-term debt obligations of issuers rated A-1 (or the
equivalent) by

each Rating Agency having a maturity of not more than 30 days;
provided, that

the total amount of such investment does not exceed the greater of
(A) 20% of

the then outstanding principal balance of the Certificates, and (B)
the amount

of monthly principal and interest payments (other than Balloon
Payments) payable

on the Mortgage Loans during the preceding Collection Period;
provided, further,

and notwithstanding the preceding proviso, that if all of the
Mortgage Loans are

fully amortizing, then the amount of such investment shall not
exceed the amount

of monthly principal and interest payments (other than Balloon
Payments) payable

on the Mortgage Loans during the preceding Collection Period;

     
(8) fully Federal Deposit Insurance Corporation-insured demand and
time

deposits in, or certificates of deposit of, or bankers' acceptances
issued by,

any bank or trust company, savings and loan association or savings
bank, the

short term obligations of which are rated in the highest short term
rating

category by each Rating Agency; and

     
(9) other obligations or securities that are acceptable to each
Rating

Agency as a Permitted Investment hereunder and which would not
result in the

downgrade, qualification or withdrawal of the then-current rating
assigned to

any Class of Certificates by each such Rating Agency, as evidenced
in writing;

provided, however, that no instrument shall be a Permitted
Investment (A) unless

it has a predetermined fixed dollar amount of principal due at
maturity that

cannot vary or change, and its interest rate is tied to a single
interest rate

index plus a single fixed spread (if any) and moves proportionately
with such

index and (B) if it represents, (1) the right to receive only
interest payments

with respect to the underlying debt instrument, (2) the right to
receive both

principal and interest payments derived from obligations underlying
such

instrument and the principal and interest payments with respect to
such

instrument provide a yield to maturity greater than 120% of the
yield to

maturity at par of such underlying obligations, (3) an obligation
that has a

remaining maturity of greater than 365 days from the date of
acquisition

thereof. References herein to the highest rating available on money
market funds

shall mean "AAAm" in the case of Standard & Poor's and "AAA" in
the case of

Fitch, and references herein to the highest rating available on
unsecured

commercial paper and short-term debt obligations shall mean "A-1+"
in the case

of Standard & Poor's and "F-1+" in the case of Fitch.

    
 
"Permitted Transferee": Any Transferee other than (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 which 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) which 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, (v) any electing large
partnership under

Section 775 of the Code and (vi) any other Person so designated by
the Trustee

based upon an

    
                                   
81

Opinion of Counsel that the holding of an Ownership Interest in a
Residual

Certificate by such Person may cause the Trust Fund 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.

     
"Person": Any legal person, including, without limitation, any
individual,

corporation, partnership, limited liability company, joint venture,
association,

joint-stock company, trust, unincorporated organization or
government or any

agency or political subdivision thereof.

     
"Plan": As defined in Section 5.02(c)(i).

     
"Post-Determination Date Payment Report": A report prepared by the
Master

Servicer showing all payments received after the Determination
Date.

     
"Preliminary Statement": The introductory section in this Agreement
under

the heading "Preliminary Statement" starting on page 1 hereof.

     
"Prepayment Assumption": A CPR of 0% and an assumption that a
Principal

Prepayment in full will be made on any ARD Loan on its Anticipated
Repayment

Date, used for determining the accrual of original issue discount,
market

discount and premium, if any, on the REMIC I Regular Interests, the
REMIC II

Regular Interests and the Certificates for federal income tax
purposes.

     
"Prepayment Interest Excess": With respect to any Mortgage Loan
(other than

a Late Due Date Mortgage Loan or a Non-Serviced Mortgage Loan) or
Serviced B

Note that was subject to a Principal Prepayment in full or in part
during any

Collection Period, which Principal Prepayment was received
following the Due

Date for such Mortgage Loan or Serviced B Note, as the case may be,
in such

Collection Period, the amount of interest (net of related Servicing
Fees and, if

applicable, Excess Interest) accrued on the amount of such
Principal Prepayment

during the period from and after such Due Date, to the extent
collected (without

regard to any Prepayment Premium that may have been collected).

 
    
"Prepayment Interest Shortfall": With respect to any Mortgage Loan
(other

than a Late Due Date Mortgage Loan or a Non-Serviced Mortgage Loan)
or, solely

for purposes of Section 4.02(a)(xx) or any Serviced B Note that was
subject to a

Principal Prepayment in full or in part (including, without
limitation, an early

Balloon Payment) during any Collection Period, which Principal
Prepayment was

received prior to the Due Date for such Mortgage Loan or Serviced B
Note, as the

case may be, in such Collection Period, the amount of interest that
would have

accrued at the related Net Mortgage Rate on the amount of such
Principal

Prepayment during the period from the date as of which such
Principal Prepayment

was applied to such Mortgage Loan or Serviced B Note to but not
including such

Due Date, to the extent not collected from the related Mortgagor
(without regard

to any Prepayment Premium or Excess Interest that may have been
collected).

                                       
82

     
"Prepayment Premium": Any premium, penalty, yield maintenance
charge or fee

paid or payable, as the context requires, by a Mortgagor in
connection with a

Principal Prepayment on, or other early collection of principal of,
a Mortgage

Loan, Serviced B Note or REO Loan.

     
"Primary Servicing Office": With respect to each of the Master
Servicer and

the Special Servicer, the office thereof primarily responsible for
performing

its respective duties under this Agreement; initially located in
Pennsylvania,

in the case of the Master Servicer, and California, in the case of
the Special

Servicer.

     
"Principal Allocation Fraction": With respect to:

     
(i) Any Prepayment Premium collected from a Group 1 Mortgage Loan,
any

Distribution Date and each of the Class A-1, Class A-2, Class A-3,
Class A-4,

Class A-5, Class A-M, Class A-J, Class B, Class C, Class D, Class
E, Class F,

Class G and Class H Certificates, a fraction, the numerator of
which is the

portion of the Principal Distribution Amount allocable to such
Class of

Certificates for such Distribution Date and the denominator of
which is the

portion of the Principal Distribution Amount allocable to all such
Class A-1,

Class A-2, Class A-3, Class A-4, Class A-5, Class A-M, Class A-J,
Class B, Class

C, Class D, Class E, Class F, Class G and Class H Certificates for
such

Distribution Date; and

     
(ii) Any Prepayment Premium collected from a Group 2 Mortgage Loan,
any

Distribution Date and the Class A-1A Certificates, a fraction, the
numerator of

which is the portion of the Principal Distribution Amount allocable
to the Class

A-1A Certificates for such Distribution Date and the denominator of
which is the

portion of the Principal Distribution Amount allocable to the Class
A-1A

Certificates for such Distribution Date.

     
"Principal Balance Certificate": Any REMIC III Regular Certificate
other

than a Class X-1 or Class X-2 Certificate.

     
"Principal Distribution Amount": With respect to any Distribution
Date, the

aggregate of (i) the Current Principal Distribution Amount for such
Distribution

Date and (ii) if such Distribution Date is after the initial
Distribution Date,

the excess, if any, of the Principal Distribution Amount for the
preceding

Distribution Date over the aggregate distributions of principal
made on the

Principal Balance Certificates in respect of such Principal
Distribution Amount

on the preceding Distribution Date; provided, that the Principal
Distribution

Amount for any Distribution Date shall be increased or reduced, as
applicable,

in accordance with Section 4.03(e).

     
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a

Mortgage Loan or Serviced B Note which is received in advance of
its scheduled

Due Date and which is not accompanied by an amount of interest
representing

scheduled interest due on any date or dates in any month or months
subsequent to

the month of prepayment.

     
"Privileged Person": The Depositor, the Master Servicer, the
Special

Servicer, the Trustee, a Rating Agency, a designee of the
Depositor, each

Serviced B Note Holder and any Person who provides the Trustee with
an Investor

Certification.

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

                                       
83

     
"Prospectus": The Prospectus dated April 26, 2005, as supplemented
by the

Prospectus Supplement.

     
"Prospectus Supplement": The Prospectus Supplement, dated June 3,
2005,

relating to the offering of the Registered Certificates.

     
"PTCE 95-60": As defined in Section 5.02(c)(ii).

     
"Purchase Price": With respect to any Mortgage Loan, the Purchase
Price

shall be equal to the following:

     
(a) the outstanding principal balance of such Mortgage Loan as of
the date

of purchase; plus

     
(b) all accrued and unpaid interest on such Mortgage Loan at the
related

Mortgage Rate in effect from time to time to but not including the
Due Date in

the Collection Period of purchase; plus

     
(c) all related unreimbursed Servicing Advances; plus

     
(d) all accrued and unpaid Advance Interest in respect of related
Advances;

plus

     
(e) if such Mortgage Loan is being purchased by a Mortgage Loan
Seller

pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement, (i) all

expenses incurred or to be incurred by the Master Servicer, the
Special

Servicer, the Depositor and the Trustee in respect of the Breach or
Document

Defect giving rise to the repurchase obligation and (ii) the
aggregate amount of

all Special Servicing Fees, Advance Interest (to the extent, if
any, not

included in clause (d) above) in respect of related Advances and
Additional

Trust Fund Expenses incurred prior to such date of purchase and, in
each case,

in respect of the related Mortgage Loan and, if the applicable
Mortgage Loan

Seller repurchases such Mortgage Loan after more than 180 days
following its

receipt of written notice of a Material Breach, the applicable
Mortgage Loan

Seller will also be required to pay a Liquidation Fee.

     
With respect to the General Motors Building Mortgage Loan, the
Purchase

Price shall also include amounts received hereunder from the
related General

Motors Building Service Provider in connection with the purchase
thereof by the

holder of the General Motors Building B Note pursuant to the terms
of the

General Motors Building Agreement Among Noteholders.

     
With respect to the Windsor Hospitality Portfolio Mortgage Loan, if
such

Mortgage Loan is being purchased pursuant to the right of the
Windsor

Hospitality Portfolio B Note Holder under the related Intercreditor
Agreement,

without duplication of amounts payable pursuant to clauses (a)
through (e)

above, the Purchase Price shall include all related accrued and
unpaid, or

unreimbursed, Servicing Fees, Special Servicing Fees, Workout Fees
and, if the

Purchase Price is being paid in connection with the exercise of a
Windsor

Hospitality Portfolio B Note Holder Purchase Right more than 90
days following

the commencement of a Windsor Hospitality Portfolio B Note Holder
Purchase Right

Period, Liquidation Fees.

                                       
84

     
With respect to the San Marcos Apartments Mortgage Loan, if such
Mortgage

Loan is being purchased pursuant to the right of the San Marcos
Apartments B

Note Holder under the related Intercreditor Agreement, without
duplication of

amounts payable pursuant to clauses (a) through (e) above, the
Purchase Price

shall include all related accrued and unpaid, or unreimbursed,
Servicing Fees,

Special Servicing Fees, Workout Fees and, to the extent set forth
in the related

Intercreditor Agreement, Liquidation Fees.

     
With respect to the College Station Apartments Mortgage Loan, if
such

Mortgage Loan is being purchased pursuant to the right of the
College Station

Apartments B Note Holder under the related Intercreditor Agreement,
without

duplication of amounts payable pursuant to clauses (a) through (e)
above, the

Purchase Price shall include all related accrued and unpaid, or
unreimbursed,

Servicing Fees, Special Servicing Fees, Workout Fees and, to the
extent set

forth in the related Intercreditor Agreement, Liquidation Fees.

     
The Purchase Price for any Cross-Collateralized Mortgage Loan that
is

required to be repurchased pursuant to Section 2.03(a) as a result
of a Breach

or Document Defect shall include such additional amounts as are
required to

satisfy the "release price" requirements of the applicable Mortgage
Loan

documents. With respect to any REO Property, the amount calculated
in accordance

with the first sentence of this definition in respect of the
related REO Loan.

     
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged

Property or REO Property, an Independent MAI-designated appraiser
or, if a

MAI-designated appraiser is not reasonably available, a state
certified

appraiser, in each case, with at least five (5) years experience in
appraising

similar types of property.

     
"Qualified Institutional Buyer": A "qualified institutional buyer"
as

defined under Rule 144A promulgated under the Securities Act.

     
"Qualified Insurer": An insurance company or security or bonding
company

qualified to write the related Insurance Policy in the relevant
jurisdiction.

     
"Qualifying Substitute Mortgage Loan": In the case of a Deleted
Mortgage

Loan, a mortgage loan which, on the date of substitution, (i) has a
principal

balance, after deduction of the principal portion of the Monthly
Payment due in

the month of substitution, not in excess of the Stated Principal
Balance of the

Deleted Mortgage Loan; (ii) is accruing interest at a rate of
interest at least

equal to that of the Deleted Mortgage Loan; (iii) has a fixed
Mortgage Rate;

(iv) is accruing interest on the same basis (for example, a 360-day
year

consisting of twelve 30-day months) as the Deleted Mortgage Loan;
(v) has a

remaining term to stated maturity or Anticipated Repayment Date, in
the case of

any ARD Loan, not greater than, and not more than two years less
than, that of

the Deleted Mortgage Loan; (vi) has an original Loan-to-Value Ratio
not higher

than that of the Deleted Mortgage Loan and a current Loan-to-Value
Ratio (equal

to the principal balance on the date of substitution divided by its
Appraised

Value as determined by an Appraisal dated not more than twelve
months prior to

the date of substitution) not higher than the then current
Loan-to-Value Ratio

of the Deleted Mortgage Loan; (vii) will comply with all of the
representations

and warranties relating to Mortgage Loans set forth in the related
Mortgage Loan

Purchase Agreement, as of the date of substitution; (viii) has an
Environmental

Assessment relating to the related Mortgaged Property in its
Servicing File;

(ix) has a Debt Service Coverage

                                       
85

Ratio equal to or greater than that of the Deleted Mortgage Loan;
(x) has been

approved by the Majority Certificateholder of the Controlling Class
(and the

applicable Mortgage Loan Seller shall pay the reasonable expenses
of the due

diligence (including reasonable legal fees) incurred by the
Majority

Certificateholder of the Controlling Class in reviewing any
proposed Qualifying

Substitute Mortgage Loan); (xi) as to which the Trustee has
received an Opinion

of Counsel, at the related Mortgage Loan Seller's expense, that
such Qualifying

Substitute Mortgage Loan is a "qualified replacement mortgage"
within the

meaning of Section 860G(a)(4) of the Code; and (xii) with respect
to a Group 2

Mortgage Loan, is of the same property type as such Group 2
Mortgage Loan;

provided, that no Qualifying Substitute Mortgage Loan may have a
Maturity Date

after the date three years prior to the Rated Final Distribution
Date; provided,

further, that no such Qualifying Substitute Mortgage Loan shall be
substituted

for a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained. In

the event that either one mortgage loan is substituted for more
than one Deleted

Mortgage Loan or more than one mortgage loan is substituted for one
or more

Deleted Mortgage Loans, then (a) the principal balance referred to
in clause (i)

above shall be determined on the basis of aggregate principal
balances and (b)

the rates referred to in clauses (ii) and (iii) above and the
remaining term to

stated maturity referred to in clause (v) above shall be determined
on a

weighted average basis. Whenever a Qualifying Substitute Mortgage
Loan is

substituted for a Deleted Mortgage Loan pursuant to this Agreement,
the party

effecting such substitution shall certify that such Mortgage Loan
meets all of

the requirements of this definition and shall send such
certification to the

Trustee.

     
"Rated Final Distribution Date": The Distribution Date in May 2043.

     
"Rating Agency": Each of Fitch and Standard & Poor's.

     
"Rating Agency Confirmation": With respect to any matter and any
Rating

Agency, where required under this Agreement, confirmation in
writing by such

Rating Agency that a proposed action, failure to act, or other
event specified

herein will not in and of itself result in the withdrawal,
downgrade or

qualification of the rating assigned by such Rating Agency to any
Class of

Certificates, as applicable, then rated by such Rating Agency. For
all purposes

of this Agreement, the placement by a Rating Agency of any Class of

Certificates, as applicable, on "negative credit watch" shall
constitute a

qualification of such Rating Agency's rating of such Certificates,
as

applicable.

     
"Realized Loss": With respect to each Defaulted Mortgage Loan as to
which a

Final Recovery Determination has been made, or with respect to any
REO Loan as

to which a Final Recovery Determination has been made as to the
related REO

Property, an amount (not less than zero) equal to (i) the unpaid
principal

balance of such Defaulted Mortgage Loan or REO Loan, as the case
may be, as of

the Due Date immediately preceding the date the Final Recovery
Determination was

made, plus (ii) all accrued but unpaid interest on such Defaulted
Mortgage Loan

or REO Loan, as the case may be (including all Special Servicing
Fees, Workout

Fees or other fees, expenses or items with respect to such
Defaulted Mortgage

Loan or REO Loan that caused Distributable Certificate Interest not
to be paid

in full in any prior Interest Accrual Period, but without taking
into account

the amounts described in clause (iv) of this sentence), at the
related Mortgage

Rate to but not including the Due Date in the Collection Period
(or, in the case

of a Late Due Date Mortgage Loan, the Due Date in the Collection
Period

immediately following the Collection Period) in which the Final
Recovery

Determination was made, plus (iii) any

                                       
86

related unreimbursed Servicing Advances (including any related
Unliquidated

Advances) and Delinquency Advances (to the extent not included in
clause (ii)

above) as of the commencement of the Collection Period in which the
Final

Recovery Determination was made, together with any new related
Servicing

Advances made during such Collection Period, minus (iv) all
payments and

proceeds, if any, received in respect of such Defaulted Mortgage
Loan or REO

Loan, as the case may be, during the Collection Period in which
such Final

Recovery Determination was made (net of any related Liquidation
Expenses and

compensation payable to the Master Servicer, the Special Servicer
or the Trustee

paid therefrom).

     
With respect to each Defaulted Mortgage Loan for which a Final
Recovery

Determination has been made, to the extent not included in the
previous

paragraph, Realized Losses include Nonrecoverable Advances for such
Mortgage

Loan (including interest on such Nonrecoverable Advances) to the
extent amounts

have been paid from the Principal Distribution Amount pursuant to
Section

3.05(a) hereof.

     
With respect to any Mortgage Loan or Serviced Whole Loan as to
which any

portion of the outstanding principal or accrued interest (other
than Excess

Interest) owed thereunder was forgiven in connection with a
bankruptcy or

similar proceeding involving the related Mortgagor or a
modification, waiver or

amendment of such Mortgage Loan or Serviced Whole Loan granted or
agreed to by

the Master Servicer or Special Servicer pursuant to Section 3.21,
the amount of

such principal or interest so forgiven.

     
With respect to any Mortgage Loan or Serviced Whole Loan as to
which the

Mortgage Rate thereon has been permanently reduced for any period
in connection

with a bankruptcy or similar proceeding involving the related
Mortgagor or a

modification, waiver or amendment of such Mortgage Loan or Serviced
Whole Loan

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

Section 3.21, the amount of the consequent reduction in the
interest portion of

each successive Monthly Payment due thereon. Each such Realized
Loss shall 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 calendar month immediately preceding the month in which such
Distribution

Date occurs.

     
"Registered Certificates": The Class X-2, Class A-1, Class A-1A,
Class A-2,

Class A-3, Class A-4, Class A-5, Class A-M, Class A-J, Class B,
Class C and

Class D Certificates.

     
"Reimbursement Rate": The rate per annum applicable to the accrual
of

Advance Interest, which rate per annum shall be equal to the "prime
rate" as

published in the "Money Rates" section of The Wall Street Journal,
as such

"prime rate" may change from time to time.

     
"Related Borrower Group": Any of the groups of Mortgage Loans
having the

same or related Mortgagors as identified in Annex A to the
Prospectus Supplement

under the column heading "Related Group."

     
"Release Date": As defined in Section 3.08(d).

     
"Remaining Certificateholder": Any Holder (or Holders if they act
in

unanimity) holding 100% of the then outstanding Class J, Class K,
Class L, Class

M, Class N, Class O, Class P and

                                       
87

Class X Certificates or an assignment of the voting rights thereof;
provided,

however, that the Certificate Balances of the Class A, Class B,
Class C, Class

D, Class E, Class F, Class G and Class H Certificates have been
reduced to zero.

     
"REMIC": A "real estate mortgage investment conduit" as defined in
Section

860D of the Code.

     
"REMIC I": The segregated pool of assets subject hereto,
constituting the

primary trust created hereby and to be administered hereunder, with
respect to

which a REMIC election is to be made, consisting of: (i) the
Mortgage Loans as

from time to time are subject to this Agreement and all payments
under and

proceeds of such Mortgage Loans received or receivable after the
Cut-off Date

(other than (a) Excess Interest, (b) any Special Reserve Account,
(c) payments

of principal, interest and other amounts due and payable on the
Mortgage Loans

on or before the Cut-off Date, (d) to the extent properly
attributable to any

Serviced B Note, all or any portion of the Serviced Whole Loan
Custodial

Accounts or the Serviced Whole Loan REO Accounts, and (e) the
Serviced B Note

Distribution Accounts), together with the rights under all
documents delivered

or caused to be delivered under the Mortgage Loan Purchase
Agreements with

respect to the Mortgage Loans by the Mortgage Loan Sellers; (ii)
the

Certificateholders' interest in any REO Properties acquired in
respect of the

Mortgage Loans; (iii) the Certificateholders' interest in such
funds or assets

(other than Excess Interest) as from time to time are deposited in
the

Distribution Account, the Certificate Account and the REO Account
(if

established); and (iv) the rights of the Depositor under Sections
2, 4(a) and 6

of each Mortgage Loan Purchase Agreement.

     
"REMIC I Regular Interest": With respect to each Mortgage Loan (and
any

successor REO Loan), the separate non-certificated beneficial
ownership interest

in REMIC I issued hereunder and designated as a "regular interest"
in REMIC I.

Each REMIC I Regular Interest shall accrue interest at the related
REMIC I

Remittance Rate and shall be entitled to distributions of
principal, subject to

the terms and conditions hereof, in an aggregate amount equal to
its initial

Uncertificated Principal Balance (which shall equal the Cut-off
Date Principal

Balance of the related Mortgage Loan). The designation for each
REMIC I Regular

Interest shall be the control number for the initial related
Mortgage Loan set

forth in the Mortgage Loan Schedule. If a Replacement Mortgage Loan
or Loans are

substituted for any Deleted Mortgage Loan, the REMIC I Regular
Interest that

related to the Deleted Mortgage Loan shall thereafter relate to
such Replacement

Mortgage Loan(s).

     
"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for

any Distribution Date, a rate per annum equal to the Net Mortgage
Rate in effect

for the related Mortgage Loan or REO Loan, as the case may be. If
any Mortgage

Loan included in the Trust Fund as of the Closing Date is replaced
by a

Replacement Mortgage Loan or Loans, the REMIC I Remittance Rate for
the related

REMIC I Regular Interest shall still be calculated in accordance
with the

preceding sentence based on the Net Mortgage Rate for the Deleted
Mortgage Loan.

     
"REMIC II": The segregated pool of assets consisting of all of the
REMIC I

Regular Interests, with respect to which a separate REMIC election
is to be

made.

                                       
88

     
"REMIC II Distribution Amount": As defined in Section 4.01(a).

     
"REMIC II Regular Interest": Any of the fifty-eight (58) separate

non-certificated beneficial ownership interests in REMIC II issued
hereunder

designated as a "regular interest" in REMIC II and identified
individually as

REMIC II Regular Interests LA-1-1, LA-1-2, LA-1A-1, LA-1A-2A,
LA-1A-2B,

LA-1A-2C, LA-1A-2D, LA-1A-2E, LA-1A-2F, LA-1A-2G, LA-1A-2H,
LA-1A-2I, LA-1A-2J,

LA-1A-2K, LA-1A-2L, LA-1A-2M, LA-2-A, LA-2-B, LA-2-C, LA-2-D,
LA-2-E, LA-2-F,

LA-2-G, LA-3-A, LA-3-B, LA-4-A, LA-4-B, LA-5-A, LA-5-B, LA-5-C,
LA-5-D, LA-5-E,

LA-M, LA-J, LB, LC, LD-A, LD-B, LE-A, LE-B, LE-C, LF-A, LF-B, LF-C,
LG-A, LG-B,

LG-C, LH-A, LH-B, LJ-A, LJ-B, LK, LL-A, LL-B, LM, LN, LO and LP.
Each REMIC II

Regular Interest shall accrue interest at the related REMIC II
Remittance Rate

in effect from time to time and shall be entitled to distributions
of principal,

subject to the terms and conditions hereof, in an aggregate amount
equal to its

initial Uncertificated Principal Balance as set forth in the
Preliminary

Statement hereto. The designations for the respective REMIC II
Regular Interests

are set forth in the Preliminary Statement hereto.

     
Each REMIC II Regular Interest corresponds to a Class of Principal
Balance

Certificates and a Class X Component as follows:

<TABLE>

    
REMIC II
        
CLASS OF PRINCIPAL
        
   
CLASS X-1
                   
CLASS X-2

REGULAR INTEREST
   
BALANCE CERTIFICATES
          
COMPONENT
                   
COMPONENT

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

Class LA-1-1
       
Class A-1
              
Class LA-1 -1 Component
    
N/A

Class LA-1-2
       
Class A-1
              
Class LA-1-2 Component
     
Class LA-1-2 Component

Class LA-1A-1
      
Class A-1A
             
Class LA-1A-1 Component
    
N/A

Class LA-1A-2A
     
Class A-1A
             
Class LA-1A-2A Component
   
Class LA-1A-2A Component

Class LA-1A-2B
     
Class A-1A
             
Class LA-1A-2B Component
   
Class LA-1A-2B Component

Class LA-1A-2C
     
Class A-1A
             
Class LA-1A-2C Component
   
Class LA-1A-2C Component

Class LA-1A-2D
     
Class A-1A
             
Class LA-1A-2D Component
   
Class LA-1A-2D Component

Class LA-1A-2E
     
Class A-1A
             
Class LA-1A-2E Component
   
Class LA-1A-2E Component

Class LA-1A-2F
     
Class A-1A
    
         
Class LA-1A-2F Component
   
Class LA-1A-2F Component

Class LA-1A-2G
     
Class A-1A
             
Class LA-1A-2G Component
   
Class LA-1A-2G Component

Class LA-1A-2H
     
Class A-1A
             
Class LA-1A-2H Component
   
Class LA-1A-2H Component

Class LA-1A-2I
     
Class A-1A
             
Class LA-1A-2I Component
   
Class LA-1A-2I Component

</TABLE>

                                       
89

<TABLE>

    
REMIC II
        
CLASS OF PRINCIPAL
           
CLASS X-1
                   
CLASS X-2

REGULAR INTEREST 
  
BALANCE CERTIFICATES
          
COMPONENT
                   
COMPONENT

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

Class LA-1A-2J
     
Class A-1A
  
           
Class LA-1A-2J Component
   
Class LA-1A-2J Component

Class LA-1A-2K
     
Class A-1A
             
Class LA-1A-2K Component
   
Class LA-1A-2K Component

Class LA-1A-2L
     
Class A-1A
             
Class LA-1A-2L Component
   
Class LA-1A-2L Component

Class LA-1A-2M
     
Class A-1A
             
Class LA-1A-2M Component
   
Class LA-1A-2M Component

Class LA-2-A
       
Class A-2
              
Class LA-2-A Component
     
Class LA-2-A Component

Class LA-2-B
       
Class A-2
              
Class LA-2-B Component
     
Class LA-2-B Component

Class LA-2-C
       
Class A-2
              
Class LA-2-C Component
     
Class LA-2-C Component

Class LA-2-D
       
Class A-2
              
Class LA-2-D Component
     
Class LA-2-D Component

Class LA-2-E
       
Class A-2
              
Class LA-2-E Component
     
Class LA-2-E Component

Class LA-2-F
       
Class A-2
              
Class LA-2-F Component
     
Class LA-2-F Component

Class LA-2-G
       
Class A-2
              
Class LA-2-G Component
     
Class LA-2-G Component

Class LA-3-A
       
Class A-3
       
       
Class LA-3-A Component
     
Class LA-3-A Component

Class LA-3-B
       
Class A-3
              
Class LA-3-B Component
     
Class LA-3-B Component

Class LA-4-A
       
Class A-4
              
Class LA-4-A Component
     
Class LA-4-A Component

Class LA-4-B
   
    
Class A-4
              
Class LA-4-B Component
     
Class LA-4-B Component

Class LA-5-A
       
Class A-5
              
Class LA-5-A Component
     
Class LA-5-A Component

Class LA-5-B
       
Class A-5
              
Class LA-5-B Component
     
Class LA-5-B Component

Class LA-5-C
       
Class A-5
              
Class LA-5-C Component
     
Class LA-5-C Component

Class LA-5-D
       
Class A-5
              
Class LA-5-D Component
     
Class LA-5-D Component

</TABLE>

                                       
90

<TABLE>

  
  
REMIC II
        
CLASS OF PRINCIPAL
           
CLASS X-1
                   
CLASS X-2

REGULAR INTEREST
   
BALANCE CERTIFICATES
          
COMPONENT
                   
COMPONENT

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

Class LA-5-E
       
Class A-5
              
Class LA-5-E Component
     
Class LA-5-E Component

Class LA-M
         
Class A-M
              
Class LA-M Component
       
Class LA-M Component

Class LA-J
         
Class A-J
              
Class LA-J Component
       
Class LA-J Component

Class LB
           
Class B
                
Class LB Component
         
Class LB Component

Class LC
           
Class C
                
Class LC Component
         
Class LC Component

Class LD-A
         
Class D
                
Class LD-A Component
       
Class LD-A Component

Class LD-B
         
Class D
                
Class LD-B Component
       
Class LD-B Component

Class LE-A
         
Class E
                
Class LE-A Component
       
Class LE-A Component

Class LE-B
         
Class E
                
Class LE-B Component
       
Class LE-B Component

Class LE-C
         
Class E
                
Class LE-C Component
       
Class LE-C Component

Class LF-A
         
Class F
                
Class LF-A Component
       
Class LF-A Component

Class LF-B
         
Class F
                
Class LF-B Component
       
Class LF-B Component

Class LG-A
         
Class G
                
Class LG-A Component
       
Class LG-A Component

Class LG-B
         
Class G
               
 
Class LG-B Component
       
Class LG-B Component

Class LG-C
         
Class G
                
Class LG-C Component
       
Class LG-C Component

Class LH-A
         
Class H
                
Class LH-A Component
       
Class LH-A Component

Class LH-B
         
Class H 
               
Class LH-B Component
       
Class LH-B Component

Class LJ-A
         
Class J
                
Class LJ-A Component
       
Class LJ-A Component

Class LJ-B
         
Class J
                
Class LJ-B Component
       
Class LJ-B Component

Class LK
     
      
Class K
                
Class LK-A Component
       
Class LK-A Component

</TABLE>

                                       
91

<TABLE>

    
REMIC II
        
CLASS OF PRINCIPAL
           
CLASS X-1
                   
CLASS X-2

REGULAR INTEREST
   
BALANCE CERTIFICATES
          
COMPONENT
                   
COMPONENT

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

Class LL-A
         
Class L
               
 
Class LL-A Component
       
Class LL-A Component

Class LL-B
         
Class L
                
Class LL-B Component
       
Class LL-B Component

Class LM
           
Class M
                
Class LM Component
         
N/A

Class LN
           
Class N
                
Class LN Component
         
N/A

Class LO
           
Class O
                
Class LO Component
         
N/A

Class LP
           
Class P
                
Class LP Component
         
N/A

</TABLE>

     
"REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest,

for any Distribution Date, the weighted average of the respective
REMIC I

Remittance Rates for all REMIC I Regular Interests for such
Distribution Date

(weighted on the basis of the respective Uncertificated Principal
Balances of

the related REMIC I Regular Interests immediately prior to such
Distribution

Date).

     
"REMIC III": The segregated pool of assets consisting of all of the
REMIC

II Regular Interests, with respect to which a separate REMIC
election is to be

made.

     
"REMIC III Certificate": Any Certificate, other than a Class R-I or
Class

R-II Certificate.

     
"REMIC III Regular Certificate": Any REMIC III Certificate, other
than a

Class R-III Certificate.

     
"REMIC Provisions": Provisions of the federal income tax law
relating to

real estate mortgage investment conduits, which appear at Sections
860A through

860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and

temporary and final Treasury regulations (and, to the extent not
inconsistent

with such temporary and final regulations, proposed regulations)
and any

published rulings, notices and announcements, promulgated
thereunder, as the

foregoing may be in effect from time to time.

     
"Rents from Real Property": With respect to any REO Property, gross
income

of the character described in Section 856(d) of the Code, which
income, subject

to the terms and conditions of that Section of the Code in its
present form,

does not include:

     
(i) except as provided in Section 856(d)(4) or (6) of the Code, any
amount

received or accrued, directly or indirectly, with respect to such
REO Property,

if the determination of such amount depends in whole or in part on
the income or

profits derived by any Person from such property (unless such
amount is a fixed

percentage or percentages of receipts or sales and otherwise
constitutes Rents

from Real Property);

                                       
92

     
(ii) any amount received or accrued, directly or indirectly, from
any

Person if the Trust Fund owns directly or indirectly (including by
attribution)

a ten percent or greater interest in such Person determined in
accordance with

Sections 856(d)(2)(B) and (d)(5) of the Code;

     
(iii) any amount received or accrued, directly or indirectly, with
respect

to such REO Property if any Person Directly Operates such REO
Property;

     
(iv) any amount charged for services that are not customarily
furnished in

connection with the rental of property to tenants in buildings of a
similar

class in the same geographic market as such REO Property within the
meaning of

Treasury Regulations Section 1.856-4(b)(1) (whether or not such
charges are

separately stated); and

     
(v) rent attributable to personal property unless such personal
property is

leased under, or in connection with, the lease of such REO Property
and, for any

taxable year of the Trust Fund, such rent is no greater than 15
percent of the

total rent received or accrued under, or in connection with, the
lease.

     
"REO Account": A segregated account or accounts created and
maintained by

the Special Servicer pursuant to Section 3.16(b) on behalf of the
Trustee in

trust for the Certificateholders, which shall be entitled "GMAC
Commercial

Mortgage Corporation, as Special Servicer, in trust for registered
holders of

GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates,

Series 2005-C1."

     
"REO Acquisition": The acquisition of any REO Property pursuant to
Section

3.09.

     
"REO Disposition": The sale or other disposition of the REO
Property

pursuant to Section 3.19.

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

     
"REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding

with respect to each REO Property. Each REO Loan shall be deemed to
provide for

monthly payments of principal and/or interest equal to the
applicable Assumed

Monthly Payment and otherwise to have the same terms and conditions
as its

predecessor Mortgage Loan or Serviced B Note, 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 Mortgage Loan or Serviced B Note). Each REO 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 Mortgage Loan or Serviced B Note as of the date
of the

related REO Acquisition. All Monthly Payments (other than a Balloon
Payment),

Assumed Monthly Payments and other amounts due and owing in respect
of the

predecessor Mortgage Loan or Serviced B Note as of the date of the
related REO

Acquisition shall be deemed to continue to be due and owing in
respect of an REO

Loan. In addition, Nonrecoverable Advances (including interest on
such

Nonrecoverable Advances) and Workout-Delayed Reimbursement Amounts
with respect

to such REO Loan that were reimbursed from collections on the
Mortgage Loans and

resulted in principal distributed to the Certificateholders being
reduced

pursuant to Section 4.03 hereof, shall be deemed outstanding until
recovered or

until a Final Recovery Determination is made. Collections in
respect of each

                                       
93

REO Loan (after provision for amounts to be applied to the payment
of, or to be

reimbursed to the Master Servicer, the Special Servicer, the
Trustee or the

Fiscal Agent for the payment of, the costs of operating, managing,
selling,

leasing and maintaining the related REO Property or for the
reimbursement of the

Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent for other

related Servicing Advances as provided in this Agreement) shall be
treated as

specified in Section 1.02(b) hereof. All amounts payable or
reimbursable to the

Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent in

respect of the predecessor Mortgage Loan or Serviced B Note as of
the date of

the related REO Acquisition, including, without limitation, any
unreimbursed

Advances, together with any Advance Interest accrued and payable in
respect of

such Advances, shall continue to be payable or reimbursable to the
Master

Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
the case may

be, in respect of an REO Loan. In addition, Nonrecoverable Advances
and

Workout-Delayed Reimbursement Amounts with respect to such REO
Loan, in each

case, that were reimbursed from collections on the Mortgage Loans
and resulted

in principal distributed to the Certificateholders being reduced as
a result of

the first proviso of the definition of "Principal Distribution
Amount" shall be

deemed outstanding until recovered.

     
"REO Property": A Mortgaged Property acquired by the Special
Servicer on

behalf and in the name of the Trustee for the benefit of the
Certificateholders

(and, in the case of the Mortgaged Property securing a Serviced
Whole Loan, for

the benefit of the Certificateholders and, to the extent
applicable, any related

Serviced B Note Holders) 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 Mortgage Loan (other than the
Non-Serviced

Mortgage Loans).

     
"REO Revenues": All income, rents and profits derived from the
ownership,

operation or leasing of any REO Property.

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

     
"Replacement Mortgage Loan": Any Qualifying Substitute Mortgage
Loan that

is substituted for one or more Deleted Mortgage Loans.

     
"Request for Release": A release signed by a Servicing Officer, in
the form

of Exhibit D attached hereto.

     
"Required Appraisal Loan": As defined in Section 3.20(d).

     
"Reserve Account": The account or accounts created and maintained
pursuant

to Section 3.03(d).

     
"Reserve Funds": With respect to any Mortgage Loan or Serviced
Whole Loan

serviced hereunder, any cash amounts or instruments convertible
into cash

delivered by the related Mortgagor to be held in escrow by or on
behalf of the

mortgagee representing reserves for items such as repairs,
replacements, capital

improvements and/or environmental testing and remediation with
respect to the

related Mortgaged Property.

     
"Residual Certificate": Any Class R-I, Class R-II or Class R-III

Certificate.

                                       
94

     
"Resolution Extension Period": With respect to any Mortgage Loan
and any

Material Document Defect or Material Breach which would require the
related

Mortgage Loan Seller to cure, repurchase or substitute for such
Mortgage Loan

pursuant to the terms of the related Mortgage Loan Purchase
Agreement:

     
(i) with respect to a Material Breach or a Material Document Defect

relating to any Mortgage Loan, the ninety (90) day period following
the end of

the applicable Initial Resolution Period;

     
(ii) with respect to a Material Document Defect relating to any
Mortgage

Loan that is not a Specially Serviced Mortgage Loan at any time
during the

applicable Initial Resolution Period, the period commencing at the
end of the

applicable Initial Resolution Period and ending on, and including,
the earlier

of: (i) the 90th day following the end of such Initial Resolution
Period and

(ii) the 45th day following the applicable Mortgage Loan Seller's
receipt of

written notice from the Master Servicer or the Special Servicer of
the

occurrence of any Servicing Transfer Event with respect to such
Mortgage Loan

subsequent to the end of such Initial Resolution Period;

     
(iii) with respect to a Material Document Defect relating to any
Mortgage

Loan that is not a Specially Serviced Mortgage Loan as of the
commencement of

the applicable Initial Resolution Period but is subject to a
Servicing Transfer

Event during such Initial Resolution Period, the period commencing
at the end of

the applicable Initial Resolution Period and ending on, and
including, the 90th

day following the applicable Mortgage Loan Seller's receipt of
written notice

from the Master Servicer or the Special Servicer of the occurrence
of such

Servicing Transfer Event; and

     
(iv) with respect to a Material Document Defect relating to any
Mortgage

Loan that is a Specially Serviced Mortgage Loan as of the
commencement of the

applicable Initial Resolution Period, thirty (30) days, provided
that, if the

applicable Mortgage Loan Seller did not receive written notice from
the Master

Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of

the commencement of the applicable Initial Resolution Period, then
such

Servicing Transfer Event will be deemed to have occurred during
such Initial

Resolution Period and clause (iii) of this definition will be
deemed to apply.

     
"Responsible Officer": When used with respect to the initial
Trustee, any

officer of its Global Securities and Trust Services group with
direct

responsibility for the transaction contemplated by this Agreement
and with

respect to any successor Trustee, any vice president, any assistant
vice

president, any assistant secretary, any assistant treasurer, any
trust officer

or assistant trust officer, or any assistant controller in its
corporate trust

department 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.

     
"Revised Rate": With respect to any ARD Loan, the increased
interest rate

after the Anticipated Repayment Date (in the absence of a default)
for such ARD

Loan, as calculated and as set forth in the related Mortgage Note
or Mortgage.

                                       
95

     
"San Marcos Apartments B Note": As defined in the Preliminary
Statement.

     
"San Marcos Apartments B Note Holder": Any holder of the San Marcos

Apartments B Note.

     
"San Marcos Apartments B Note Service Providers": With respect to
the San

Marcos Apartments B Note, to the extent it has been deposited into
a

securitization trust, the related trustee, master servicer, special
servicer and

any other Person that makes principal and/or interest advances in
respect of

such mortgage loan pursuant to the related pooling and servicing
agreement. For

the sake of clarity, none of the Master Servicer, the Special
Servicer, the

Trustee or the Fiscal Agent acting in their capacities hereunder
(including with

respect to the San Marcos Apartments B Note) shall be deemed a San
Marcos

Apartments B Note Service Provider.

     
"San Marcos Apartments Change of Control Event": A San Marcos
Apartments

Change of Control Event shall exist if (I)(a)(1) the initial
principal balance

of the San Marcos Apartments B Note minus (2) the sum of (x) any
payments of

principal (whether as scheduled amortization, Principal Prepayments
or

otherwise) allocated to, and received on, the San Marcos Apartments
B Note after

the Cut-off Date, (y) any Appraisal Reduction Amounts for the San
Marcos

Apartments B Note and (z) any realized losses allocated to the San
Marcos

Apartments B Note, is less than (b) 25% of (1) the initial
principal balance of

the San Marcos Apartments B Note minus (2) any payments of
principal (whether as

scheduled amortization, Principal Prepayments or otherwise)
allocated to, and

received on, the San Marcos Apartments B Note after the Cut-off
Date or (II) the

San Marcos Apartments B Note Holder is a Mortgage Loan Borrower
Related Party

(as defined under the related Intercreditor Agreement). For
purposes of

determining whether a San Marcos Apartments Change of Control Event
exists for

the San Marcos Apartments Whole Loan, Appraisal Reduction Amounts
for the San

Marcos Apartments Whole Loan shall be allocated first to the San
Marcos

Apartments B Note (up to the full principal balance thereof), and
then to the

San Marcos Apartments Mortgage Loan (provided in each case any such
Appraisal

Reduction Amount shall not be allocated to the San Marcos
Apartments B Note to

the extent (but only to the extent) that the principal balance of
the San Marcos

Apartments B Note, net of such Appraisal Reduction Amounts, would
be less than

zero).

     
"San Marcos Apartments Co-Lender Agreement": With respect to the
San Marcos

Apartments Mortgage Loan and the San Marcos Apartments B Note, that
certain

agreement among noteholders, dated as of June 16, 2005, by and
between the

initial holders of the San Marcos Apartments Mortgage Loan and the
San Marcos

Apartments B Note, as from time to time amended.

     
"San Marcos Apartments Event of Default": An "Event of Default" as
defined

under the San Marcos Apartments Whole Loan documents.

     
"San Marcos Apartments Grace Period": As defined in Section
3.32(f).

     
"San Marcos Apartments Monetary Default": As defined in Section
3.32(f).

     
"San Marcos Apartments Monetary Default Notice": As defined in
Section

3.32(f).

     
"San Marcos Apartments Mortgage Loan": As defined in the
Preliminary

Statement.

                                       
96

     
"San Marcos Apartments Operating Advisor": The San Marcos
Apartments B Note

Holder or any third party operating advisor appointed by the San
Marcos

Apartments B Note Holder in accordance with Section 3.32(d).

     
"San Marcos Apartments Whole Loan": As defined in the Preliminary

Statement.

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

     
"Security Agreement": With respect to any Mortgage Loan or Serviced
Whole

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 or Serviced Whole Loan.

     
"Senior Certificate": Any Class X-1, Class X-2, Class A-1, Class
A-1A,

Class A-2, Class A-3, Class A-4 or Class A-5 Certificate.

     
"Serviced B Note": The Windsor Hospitality Portfolio B Note, the
San Marcos

Apartments B Note and/or the College Station Apartments B Note, as
applicable.

     
"Serviced B Note Change of Control Event": A Windsor Hospitality
Portfolio

Change of Control Event, a San Marcos Apartments Change of Control
Event and/or

a College Station Apartments Change of Control Event, as
applicable.

     
"Serviced B Note Event of Default": A Windsor Hospitality Portfolio
Event

of Default, a San Marcos Apartments Event of Default and/or a
College Station

Apartments Event of Default, as applicable.

     
"Serviced B Note Holder": The Windsor Hospitality Portfolio B Note
Holder,

the San Marcos Apartments B Note Holder and/or the College Station
Apartments B

Note Holder, as applicable.

     
"Serviced B Note Distribution Account": With respect to any
Serviced B

Note, the account(s) or subaccount(s) created and maintained by the
Serviced

Whole Loan Paying Agent pursuant to Section 3.05(f) in trust for
the related

Serviced B Note Holder, as applicable. Any such account or
subaccount shall be

an Eligible Account.

     
"Serviced Whole Loan": The Windsor Hospitality Portfolio Whole
Loan, the

San Marcos Apartments Whole Loan and the College Station Apartments
Whole Loan.

For the avoidance of doubt, the use of the words "and" and "or"
with respect to

any Mortgage Loan and the related Serviced Whole Loan shall not be
duplicative

or exclusive, respectively.

     
"Serviced Whole Loan Custodial Account": With respect to each
Serviced

Whole Loan, the account or accounts maintained by the Master
Servicer pursuant

to Section 3.04(f) on behalf of the Certificateholders and the
related Serviced

B Note Holders. Any such account or accounts shall be an Eligible
Account.

     
"Serviced Whole Loan Holder Register": As defined in Section 8.18.

                                       
97

     
"Serviced Whole Loan Paying Agent": GMAC Commercial Mortgage
Corporation,

in its capacity as the Serviced Whole Loan Paying Agent under this
Agreement,

its successor in interest, or any successor Serviced Whole Loan
Paying Agent

appointed as herein provided.

     
"Serviced Whole Loan Remittance Amount": With respect to any
Business Day

and preceding a Distribution Date and any Serviced Whole Loan, an
amount equal

to: (a) the aggregate amount of all payments and other collections
on or with

respect to the Serviced Whole Loan and the related Mortgaged
Property (if it

becomes an REO Property) that (A) were received by the Master
Servicer as of the

close of business on the immediately preceding Business Day and (B)
are on

deposit or are required to be on deposit in the related Serviced
Whole Loan

Custodial Account as of 3:00 p.m. (New York City time) on such
Business Day,

including any such payments and other collections transferred to
such Serviced

Whole Loan Custodial Account from the related REO Account (if
established); net

of (b) the portion of the aggregate amount described in clause (a)
of this

definition that represents Monthly Payments that are due on a Due
Date following

the end of the related Collection Period and/or any amount payable
or

reimbursable to any Person from the applicable Serviced Whole Loan
Custodial

Account pursuant to Section 3.05(e).

     
"Serviced Whole Loan REO Account": As defined in Section 3.16(b).

     
"Servicer Reports": The CMSA Delinquent Loan Status Report, the
CMSA

Historical Loan Modification and Corrected Mortgage Loan Report,
the CMSA

Historical Liquidation Report, the CMSA Loan Level Reserve/Letter
of Credit

Report, the CMSA REO Status Report, the CMSA Servicer Watch List,
the CMSA

Special Servicer Loan File, the CMSA NOI Adjustment Worksheet, the
CMSA

Comparative Financial Status Report, the CMSA Operating Statement
Analysis

Report, the Advance Interest Reconciliation Report and the CMSA
Advance Recovery

Report.

     
"Servicing Account": The account or accounts created and maintained

pursuant to Section 3.03(a).

     
"Servicing Advances": All customary, reasonable and necessary "out
of

pocket" costs and expenses (including attorneys' fees and expenses
and fees of

real estate brokers) incurred by the Master Servicer, the Special
Servicer, the

Trustee or the Fiscal Agent, as applicable, in connection with the
servicing and

administering of (a) a Mortgage Loan (excluding the Non-Serviced
Mortgage Loans)

or a Serviced Whole Loan in respect of which a default, delinquency
or other

unanticipated event has occurred or as to which a default is
imminent or (b) an

REO Property, including, but not limited to, the cost of (i)
compliance with the

obligations of the Master Servicer and/or the Special Servicer set
forth in

Section 3.03(c) and 3.09(c), (ii) the preservation, restoration and
protection

of a Mortgaged Property (excluding the Mortgaged Properties that
secure the

Non-Serviced Mortgage Loans), (iii) obtaining any Insurance
Proceeds or any

Liquidation Proceeds in respect of any Mortgage Loan (excluding the
Non-Serviced

Mortgage Loans), any Serviced Whole Loan or any REO Property, (iv)
any

enforcement or judicial proceedings with respect to a Mortgaged
Property,

including foreclosures, and (v) the operation, management,
maintenance and

liquidation of any REO Property.

                                       
98

     
"Servicing Fee Rate": With respect to: (i) any Mortgage Loan
(including any

REO Loan), the percentage rate per annum set forth with respect to
such Mortgage

Loan (including any REO Loan) on Schedule VI hereto; and (ii) each
of the

Windsor Hospitality Portfolio B Note, College Station Apartments B
Note and San

Marcos Apartments B Note, 0.0192%, 0% and 0%, respectively, per
annum.

     
"Servicing Fees": With respect to any Distribution Date and each
Mortgage

Loan, the Windsor Hospitality Portfolio B Note and each REO Loan
serviced

hereunder, the fee payable to the Master Servicer pursuant to
Section 3.11(a).

     
"Servicing File": Any documents (including copies of any documents
required

to be part of the related Mortgage File), including but not limited
to

appraisals, environmental reports, engineering reports, property
insurance

information (including the Accord 27 certificate), property
inspection reports,

financial statements, escrow analyses, tax bills, financial
information on the

borrower, sponsor and guarantor, copies of the letters of credit
and copies of

environmental insurance policies and legal opinions delivered to
the Master

Servicer or the Special Servicer and relating to the servicing of
any Mortgage

Loan or Serviced Whole Loan; provided, that no information that is
proprietary

to the related Mortgage Loan Seller shall be considered part of the
Servicing

File.

     
"Servicing Officer": Any officer of the Master Servicer or the
Special

Servicer involved in, or responsible for, the administration and
servicing of

the Mortgage Loans and the Serviced Whole Loans serviced hereunder,
whose name

and specimen signature appear on a list of servicing officers
furnished by the

Master Servicer or the Special Servicer 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
(other than a

Non-Serviced Mortgage Loan) or any Serviced Whole Loan, the
occurrence of any of

the events described in clauses (1) through (8) of the definition
of "Specially

Serviced Mortgage Loan."

     
Notwithstanding the foregoing, a Servicing Transfer Event shall be
deemed

not to have occurred with respect to the Windsor Hospitality
Portfolio Whole

Loan, if, and for so long as, the Windsor Hospitality Portfolio B
Note Holder is

exercising any of its cure rights (and is complying with all of the
requirements

with respect thereto) as described in Section 3.31 and the related
Intercreditor

Agreement, subject to the limitations contained therein.

     
Notwithstanding the foregoing, a Servicing Transfer Event shall be
deemed

not to have occurred with respect to the San Marcos Apartments
Whole Loan, if,

and for so long as, the San Marcos Apartments B Note Holder is
exercising any of

its cure rights (and is complying with all of the requirements with
respect

thereto) as described in Section 3.32 and the related Intercreditor
Agreement,

subject to the limitations contained therein.